DEF 14A of Alnylam Pharmaceuticals, Inc.

Filed Mar 24, 2025 · FY20240001178670-25-000040

Open on EDGAR

Cybersecurity and Data Privacy
Cybersecurity and Data Privacy Our nominating and corporate governance committee assists our board in fulfilling its oversight responsibilities with respect to the management of risks associated with cybersecurity and data privacy. We have in place a cross-functional, enterprise-wide cybersecurity program that is integrated into our overall risk management process and strategy. As part of this program, we conduct continuous monitoring for anomalous behavior using a third-party security operations center. In addition, we engage a third party to conduct an annual independent cybersecurity program assessment to enhance our information security in alignment with leading practices, the constantly evolving cyber-risk landscape and applicable business considerations. By continuously assessing the cybersecurity landscape, we develop targeted strategies that identify and address the risks most likely to impact our company. We apply a global approach and seek to comply with the strictest data privacy standards in every country in which we operate to ensure we handle our patients’ personal data with integrity. Guided by our nominating and corporate governance committee, we continue to invest in cybersecurity and data privacy resources. In 2024, we:
Cybersecurity and Data Privacy
| | ▪Maintained a dedicated data governance committee, or DGC, comprised of leaders from our information security, technology and intellectual property groups. The DGC has established policies and procedures regarding data collection, retention, storage, and destruction that will be implemented across all of our business units in 2025; ▪The DGC recognized the growth of generative artificial intelligence, or AI, and large language models, or LLMs, as business tools, and created a set of global guidelines to understand and evaluate AI and LLM technologies and explore their use across our organization. These guidelines encourage employees to consider confidentiality, personal data, intellectual property, and other considerations in using these technologies; and ▪Continued to implement our “Privacy By Design” process globally, embedding our commitment to privacy into business processes and ensuring our technology enables privacy and data protection for employees, patients and partners. | | | |
Cybersecurity and Data Privacy
For additional information please view our Corporate Responsibility website and our Annual Corporate Responsibility Report, published in May each year.
Cybersecurity and Data Privacy
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Cybersecurity and Data Privacy
| PROPOSAL 1 | | Information Concerning Director Nominees – Election of Class III Directors |
Cybersecurity and Data Privacy
Alnylam has led the translation of RNA interference, or RNAi, into a whole new class of innovative medicines for people afflicted with rare and prevalent diseases with unmet need. Based on Nobel Prize-winning science, RNAi therapeutics represent a powerful, clinically validated approach that has yielded transformative medicines. Since our founding in 2002, Alnylam has led the RNAi revolution and continues to deliver on a bold vision to turn scientific possibility into reality. Our commercial RNAi therapeutic products are ONPATTRO® (patisiran), AMVUTTRA® (vutrisiran), GIVLAARI® (givosiran), OXLUMO® (lumasiran), and Leqvio® (inclisiran), which is being developed and commercialized by our partner, Novartis. We also have a deep pipeline of investigational medicines, including multiple product candidates that are in late-stage development. We have three classes of directors: Class I, Class II and Class III. At each annual meeting, directors are elected for a term of three years to succeed those whose terms are expiring. The directors are divided as equally as possible among the three classes, and the terms of the three classes are staggered so that only one class is elected by stockholders annually. There are currently four members in each of Class I, II and III. In March 2025, Dr. Phillip A. Sharp announced his intention to retire from our board of directors, effective as of May 8, 2025. Dr. Sharp is a scientific founder of Alnylam and Nobel Prize recipient, and was most recently elected to our board of directors in June 2023 and serves as a Class I director. At the annual meeting, we are proposing the election of four (4) Class III directors to hold office until the annual meeting of stockholders to be held in 2028, or until their respective successors have been duly elected and qualified. Upon the recommendation of our nominating and corporate governance committee, our board has nominated Carolyn R. Bertozzi, Ph.D., Margaret A. Hamburg, M.D., Colleen F. Reitan and Amy W. Schulman for election to the board of directors as Class III directors. Each of Drs. Bertozzi and Hamburg and Mses. Reitan and Schulman is currently serving as a Class III director. Dr. Bertozzi has served as a director since January 2023, Dr. Hamburg has served as a director since January 2019, Ms. Reitan has served as a director since June 2018 and Ms. Schulman has served as a director since July 2014. The persons named in the enclosed proxy will vote to elect each nominee as a Class III director unless the proxy is marked otherwise. Drs. Bertozzi and Hamburg and Mses. Reitan and Schulman have indicated their willingness to serve on our board, but if any nominee should be unwilling or unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee designated by our board, unless the board reduces the number of directors accordingly. Each nominee for Class III director will be elected to serve on our board if the number of shares voted “For” that nominee exceeds the number of shares voted “Against” that nominee. As described more fully below under the heading “Majority Voting Policy,” we have adopted a resignation policy in the event a director nominee does not receive a majority of such votes. Abstentions and broker non-votes, if any, are not counted for purposes of this proposal.
Cybersecurity and Data Privacy
| BOARD RECOMMENDATION Our board of directors unanimously recommends a vote FOR the election of each of Drs. Bertozzi and Hamburg and Mses. Reitan and Schulman as a Class III director. | |
Cybersecurity and Data Privacy
Set forth below for each continuing director, including the Class III director nominees, is information as of March 1, 2025 with respect to his or her (a) name and age, (b) positions and offices at Alnylam, if any, (c) principal occupation and business experience during at least the past five years, (d) directorships, if any, of other publicly-held companies, held currently or during the past five years, and (e) the year such person became a member of our board of directors. We have also included information below regarding each continuing director’s specific experience, qualifications, attributes, and skills that led the nominating and corporate governance committee and our board of directors to the conclusion that he or she should serve as a director in light of our business and structure. Our board has determined that each director
Cybersecurity and Data Privacy
| | 2025 PROXY STATEMENT | 13 |
Cybersecurity and Data Privacy
serving on our board of directors, with the exception of our chief executive officer, or CEO, Dr. Greenstreet, and our former executive chair, Mr. Bonney, are independent within the meaning of the director independence standards of the Nasdaq Global Select Market and the Securities Exchange Act of 1934, as amended, or the Exchange Act. There are no family relationships among any of our directors or executive officers.
Class III—Directors/Nominees to be elected at the 2025 annual meeting (terms expiring in 2028)
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Dr. Bertozzi has served as the Anne T. and Robert M. Bass Professor of Chemistry at Stanford University since 2015 and as the Baker Family Director of Stanford’s Sarafan ChEM-H Institute since 2021. Since 2000, Dr. Bertozzi has also served as an Investigator at the Howard Hughes Medical Institute. From 1996 to 2015, she was a professor of Chemistry and Molecular and Cell Biology at the University of California, Berkeley. Dr. Bertozzi was jointly awarded the 2022 Nobel Prize in Chemistry and the 2022 Wolf Prize in Chemistry. She is a member of the National Academy of Sciences, the National Academy of Medicine and National Academy of Inventors, as well as the Royal Society (UK), Accademia Nazionale dei Lincei and the German Academy of Sciences Leopoldina. Dr. Bertozzi also serves as a director of OmniAb, Inc. and previously served as a director of Eli Lilly and Company. KEY CONTRIBUTIONS TO THE BOARD Dr. Bertozzi is a pioneer for emerging technology and has founded several biopharmaceutical companies and guided more than a dozen academic and professional organizations and life sciences companies in leadership and board positions. Her deep technical and leadership expertise, as well as her corporate governance experience in the biopharmaceutical industry, enables her to make significant contributions to our board, and nominating and corporate governance and science and technology committees, on which she serves, as we expand our early stage clinical pipeline, advance our late stage clinical programs towards commercialization, and further strengthen our global commercial operations. | | Carolyn R. Bertozzi, Ph.D. INDEPENDENT DIRECTOR Director since: 2023 Age: 58 Committees: ▪Nominating and Corporate Governance Committee ▪Science and Technology Committee | |
Class III—Directors/Nominees to be elected at the 2025 annual meeting (terms expiring in 2028)
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Dr. Hamburg currently serves as Co-President (volunteer) of the InterAcademy Partnership. From May 2009 to April 2015, Dr. Hamburg served as the Commissioner of the U.S. Food and Drug Administration (FDA). Most recently, Dr. Hamburg was Interim Vice President, Global Biological Policy and Programs at the Nuclear Threat Initiative. Dr. Hamburg completed a five-year term as Foreign Secretary of the National Academy of Medicine, serving from April 2015 to July 2020, and completed her service as President/Chair of the Board of the American Association for the Advancement of Science (AAAS) in February 2020. From January 2001 to May 2009, Dr. Hamburg worked for the Nuclear Threat Initiative, first as Vice President for biological programs, then as Senior Scientist. From November 1997 to January 2001, Dr. Hamburg served as the Assistant Secretary for Planning and Evaluation in the Department of Health and Human Services. Prior to that, she was New York City’s health commissioner. Dr. Hamburg currently serves on a number of non-profit boards and advisory committees. She is also a Commissioner on the Bipartisan Commission on Biodefense and the Harvard Medical School Board of Fellows. She currently chairs the Boards of The Commonwealth Fund, Ending Pandemics and the Advisory Board for the Center on Regulatory Excellence, Duke-NUS School of Medicine in Singapore. Dr. Hamburg recently stepped down from positions as the Vice Chair of President Biden’s Intelligence Advisory Board and as a member of the Foreign Affairs Policy Board to the Secretary of State. KEY CONTRIBUTIONS TO THE BOARD Dr. Hamburg has an extensive background in matters of science, medicine, public health and regulatory issues, having held policy positions in the Biden, Obama, Clinton and Reagan administrations, including serving as the Commissioner of the FDA. She has performed basic and clinical research at the National Institutes of Health and Rockefeller University. Dr. Hamburg’s distinguished career and expertise in the field brings a unique regulatory and policy perspective, as well as valuable scientific and operational expertise, to our board and our nominating and corporate governance committee as we initiate additional clinical trials, expand our portfolio of marketed products, advance our robust clinical pipeline towards commercialization, and further strengthen our global commercial infrastructure. | | Margaret A. Hamburg, M.D. INDEPENDENT DIRECTOR Director since: 2019 Age: 69 Committees: ▪Nominating and Corporate Governance Committee | |
Class III—Directors/Nominees to be elected at the 2025 annual meeting (terms expiring in 2028)
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Ms. Reitan served as President of Plan Operations of Health Care Service Corporation, or HCSC, the largest customer-owned health insurer in the United States and an independent licensee of Blue Cross and Blue Shield Association, from October 2015 to April 2018. She also served as the Chief Operating Officer of HCSC from January 2009 to January 2015. Previously, Ms. Reitan served as President and Chief Operating Officer of Blue Cross Blue Shield of Minnesota from 2006 to 2008. Ms. Reitan also serves as a director of Myriad Genetics, Inc. KEY CONTRIBUTIONS TO THE BOARD Ms. Reitan brings to our board over 30 years of experience in the healthcare payor and reimbursement market, including most recently as President of Plan Operations of HCSC. Ms. Reitan’s experience with provider network management, strategic planning and business development provide valuable insight to our board and management as we continue to navigate the increasingly complex healthcare payor and reimbursement market and to advance our ongoing commitment to provide innovative value-based agreements and deliver fair value to payors and providers. Ms. Reitan’s extensive background in business management also makes her an asset to our audit committee and our PC&C committee, which she chairs. | | Colleen F. Reitan INDEPENDENT DIRECTOR Director since: 2018 Age: 65 Committees: ▪Audit Committee ▪People, Culture and Compensation Committee (Chair) | |
Class III—Directors/Nominees to be elected at the 2025 annual meeting (terms expiring in 2028)
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Ms. Schulman has served as a member of our board of directors since July 2014 and has served as chair of our board since January 2023. Prior to that, she served as our lead independent director from August 2021 to January 2023. Ms. Schulman joined Polaris Partners, a venture capital firm, in August 2014 where she is currently a managing partner. Ms. Schulman also serves as Executive Chair of Lyndra Therapeutics, Inc., a biotechnology company, where she was co-founder and served as the company’s initial Chief Executive Officer from 2015 to 2019. She also manages the LS Polaris Innovation Fund, which was formed in 2017. Ms. Schulman served as a senior lecturer at Harvard Business School from July 2014 to July 2021, and resumed this role in January 2025. Ms. Schulman was previously the Executive Vice President and General Counsel of Pfizer Inc., or Pfizer, a global pharmaceutical company, from May 2008 to July 2014, where she also served as the Business Unit Lead for Pfizer’s Consumer Healthcare business from 2012 to 2013. Before joining Pfizer, she was a partner at DLA Piper, a global law firm. Ms. Schulman also serves as a director of Fractyl Health, Inc. and previously served as a director of SQZ Biotech, Cyclerion Therapeutics, Inc., Hudson Executive Investment Corp. and Hudson Executive Investment Corp. II. KEY CONTRIBUTIONS TO THE BOARD Ms. Schulman’s extensive industry and leadership experience enable her to make significant contributions as chair of our board. Her unique qualifications in a number of critical areas, including commercial strategy and capability building, as well as legal, regulatory, and transactional considerations, bring to our board a diverse background. In addition, her experience at Pfizer as Executive Sponsor of Pfizer’s Global Women’s Council, where she helped shape efforts to increase diversity and expand opportunities for both women and men across the company, has been an important resource as we continue to grow our workforce to support the expansion of our portfolio of marketed products, advance our robust clinical pipeline towards commercialization, and further strengthen our global commercial infrastructure. This experience also provides a unique and critical perspective for Ms. Schulman in her role as a member of our nominating and corporate governance committee. | | Amy W. Schulman CHAIR OF THE BOARD Director since: 2014 Age: 64 Committees: ▪Nominating and Corporate Governance Committee | |
Class I—Directors Whose Terms Expire in 2026
Class I—Directors Whose Terms Expire in 2026
Class I—Directors Whose Terms Expire in 2026
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Mr. Bonney served as chair of our board from December 2015 to August 2021 and as executive chair of our board from August 2021 to January 2023. Mr. Bonney previously served as the chair of the board of directors of Kaleido Biosciences, Inc., a biotechnology company, from June 2017 until August 2021. Between August 2018 and October 2020, he served as Kaleido’s Executive Chair, and served as Kaleido’s Chief Executive Officer from June 2017 until August 2018. Mr. Bonney was a Partner at Third Rock Ventures, a healthcare venture firm, from January to July 2016. Mr. Bonney previously served as the Chief Executive Officer and a member of the board of directors of Cubist Pharmaceuticals, Inc., or Cubist, a biopharmaceutical company (now a wholly-owned subsidiary of Merck & Co., Inc.), from June 2003 until his retirement in December 2014. From January 2002 to June 2003, he served as Cubist’s President and Chief Operating Officer. Mr. Bonney currently serves as the chair of the board of directors of Autolus Therapeutics plc, a biopharmaceutical company, and previously served as the chair of the board of directors of Magenta Therapeutics, Inc. and as a director of Bristol-Myers Squibb Company, Syros Pharmaceuticals, Inc. and Sarepta Therapeutics, Inc. KEY CONTRIBUTIONS TO THE BOARD Mr. Bonney possesses over 30 years of operational, commercial and senior management experience in the biopharmaceutical industry, including his long tenure as the Chief Executive Officer and a director of Cubist. Mr. Bonney also has a keen understanding of the interplay between management and the board and is well-versed in the current best practices in corporate governance and ethics and compliance matters. His breadth of experience and deep commercial background enable him to make significant contributions to our board as we continue to enhance our ethics and compliance function, expand our portfolio of marketed products, advance our robust clinical pipeline towards commercialization, and further strengthen our global commercial infrastructure. | | Michael W. Bonney NON-INDEPENDENT DIRECTOR Director since: 2014 Age: 66 | |
Class I—Directors Whose Terms Expire in 2026
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Class I—Directors Whose Terms Expire in 2026
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Dr. Greenstreet has served as our Chief Executive Officer since January 2022 and as a member of our board of directors since October 2021. Dr. Greenstreet previously served as our President and Chief Operating Officer since October 2020 and was our Chief Operating Officer from September 2016 to October 2020. Prior to joining Alnylam, Dr. Greenstreet served as the founder and Managing Director of Highgate LLC, from January 2014 to August 2016. Prior to that time, Dr. Greenstreet served as the Senior Vice President and Head of Medicines Development at Pfizer from December 2010 to November 2013. Prior to joining Pfizer, Dr. Greenstreet worked for 18 years at GlaxoSmithKline plc, a multinational pharmaceutical, biologics, vaccines and consumer healthcare company, where she served in various positions, most recently as Senior Vice President and Chief of Strategy for Research and Development and as a member of the Product Management Board. Dr. Greenstreet currently serves as a director of The American Funds and as a member of the Biotechnology Industry Organization Health Section Governing Board. Dr. Greenstreet previously served on the board of directors of argenx SE and Pacira BioSciences, Inc. KEY CONTRIBUTIONS TO THE BOARD Dr. Greenstreet has over 25 years of experience in the biopharmaceutical industry, driving strategy and innovation, bringing transformative medicines to patients, and building successful businesses in the U.S., Europe and globally. Dr. Greenstreet’s significant experience in senior management roles at large pharmaceutical companies and her extensive expertise in drug development and commercialization bring a valuable perspective to our board. In addition, Dr. Greenstreet’s in-depth knowledge of our company, gained during her various senior management roles within the company, uniquely enable her to lead our Alnylam P5x25 strategy, which focuses on our planned transition to a top-tier biotech company by the end of 2025. | | Yvonne L. Greenstreet M.D. CHIEF EXECUTIVE OFFICER AND NON-INDEPENDENT DIRECTOR Director since: 2021 Age: 62 | |
Class I—Directors Whose Terms Expire in 2026
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Dr. Sigal served as Chief Scientific Officer of Bristol-Myers Squibb, or BMS, a global biopharmaceutical company, from October 2004 to June 2013 and as a member of the BMS board of directors from March 2011 to June 2013. Dr. Sigal joined BMS in 1997 and held positions of increasing responsibility in drug discovery and development and was a member of the executive committee from September 2001 through June 2013. Prior to BMS, Dr. Sigal was Vice President of R&D and Chief Executive Officer for the genomics firm Mercator Genetics Inc. He served as a senior advisor to the healthcare team of New Enterprise Associates, a venture capital firm, from 2014 to 2023. Dr. Sigal currently serves as co-chair of the Scientific Advisory Board for Amgen, Inc. Dr. Sigal also serves as director of Vir Biotechnology, Inc. and formerly served as a director of Adaptimmune Therapeutics plc and Surface Oncology Inc. KEY CONTRIBUTIONS TO THE BOARD Dr. Sigal possesses extensive experience in the biopharmaceutical industry, including decades of senior leadership and board experience at biopharmaceutical companies. Dr. Sigal’s experience bringing numerous medicines to market in multiple therapeutic areas, including cardiometabolic disease, infectious disease, inflammatory disease, neuroscience and oncology, brings valuable experience to our board and our science and technology and PC&C committees, on which he serves, as we accelerate growth in our early stage pipeline, advance our late stage clinical development pipeline towards commercialization, and further strengthen our global commercial infrastructure. | | Elliott Sigal, M.D., Ph.D. INDEPENDENT DIRECTOR Director since: 2022 Age: 73 Committees: ▪People, Culture and Compensation Committee ▪Science and Technology Committee | |
Class I—Directors Whose Terms Expire in 2026
| | 2025 PROXY STATEMENT | 19 |
Class II—Directors Whose Terms Expire in 2027
Class II—Directors Whose Terms Expire in 2027
Class II—Directors Whose Terms Expire in 2027
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Dr. Ausiello serves as the Director of the Center for Assessment Technology and Continuous Health (CATCH), Jackson Distinguished Professor of Clinical Medicine at Harvard Medical School and Physician-in-Chief Emeritus at Massachusetts General Hospital, and served as the Chief of Medicine at Massachusetts General Hospital from 1996 to April 2013. Dr. Ausiello was the President of the Association of American Physicians in 2006. He is a member of the National Academy of Medicine and the American Academy of Arts and Sciences. He also serves as a director of Seres Therapeutics, Inc., Rani Therapeutics Holdings, Inc. and Spexis AG. KEY CONTRIBUTIONS TO THE BOARD Dr. Ausiello’s experience as a practicing physician, a scientist and a nationally recognized leader in academic medicine enables him to bring valuable insights to our board, particularly as we initiate additional clinical trials, accelerate growth in our early stage pipeline, advance our late stage clinical development pipeline towards commercialization, and further strengthen our global commercial infrastructure. In addition, Dr. Ausiello oversaw a large research portfolio and an extensive research and education budget at Massachusetts General Hospital for nearly 20 years, providing him with a valuable perspective on drug discovery and development. Through his previous work as the Chief of Medicine at Massachusetts General Hospital, Dr. Ausiello also brings significant leadership, oversight and finance experience to our board. | | Dennis A. Ausiello, M.D. INDEPENDENT DIRECTOR Director since: 2012 Age: 79 Committees: ▪Nominating and Corporate Governance Committee ▪Science and Technology Committee | |
Class II—Directors Whose Terms Expire in 2027
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Dr. Brandicourt has served as a Senior Advisor at Blackstone, a leading global investment firm, since December 2019. From April 2015 to August 2019, Dr. Brandicourt served as Chief Executive Officer and a member of the board of directors of Sanofi, a global biopharmaceutical company. Prior to Sanofi, he was Chief Executive Officer and Chair of Bayer HealthCare AG, a global life sciences company, from November 2013 to March 2015. Between 2000 and 2013, Dr. Brandicourt served in various operational and managerial positions at Pfizer, including as a member of the Executive Leadership Team and President and General Manager of the Emerging Markets and Established Products business units, among other roles. Dr. Brandicourt also serves as a director of BeiGene, Ltd. and previously served as a director of BenevolentAI. KEY CONTRIBUTIONS TO THE BOARD Dr. Brandicourt has over 30 years of global commercial experience in the biopharmaceutical industry, including as a senior leader of three large pharmaceutical companies. Dr. Brandicourt’s operational, global commercial and senior management experience provides a valuable perspective to our board as we expand our portfolio of marketed products, advance our robust clinical pipeline towards commercialization, and further strengthen our global commercial infrastructure. Dr. Brandicourt’s extensive background in business management and global commercial operations also makes him an asset to our audit and PC&C committees, on which he serves. | | Olivier Brandicourt, M.D. INDEPENDENT DIRECTOR Director since: 2020 Age: 69 Committees: ▪People, Culture and Compensation Committee ▪Audit Committee | |
Class II—Directors Whose Terms Expire in 2027
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Class II—Directors Whose Terms Expire in 2027
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Mr. Pyott served as the Chief Executive Officer of Allergan, Inc., or Allergan, a global specialty pharmaceutical and medical device company, from January 1998 to March 2015 and as the Chair of Allergan’s board of directors from March 2001 until March 2015. Prior to Allergan, Mr. Pyott served as the Head of the Nutrition Division at Novartis AG, a global healthcare company, and as a member of the Executive Committee of Switzerland-based Novartis AG. Mr. Pyott also serves as a director of BioMarin Pharmaceutical Inc. and Pliant Therapeutics, Inc. and as a member of the Supervisory Board of Royal Philips in the Netherlands. KEY CONTRIBUTIONS TO THE BOARD Mr. Pyott possesses over 30 years of operational, commercial and senior management experience, including his successful tenure as the Chief Executive Officer and Chair of the board of directors at Allergan, where he transformed the company from a small eye care business to a global specialty pharmaceutical and medical device company. His in-depth knowledge of pharmaceutical growth and commercial expansion, combined with his entrepreneurial leadership experience in the healthcare industry, position him well to serve as a member of our board and to make significant contributions as we expand our portfolio of marketed products, advance our robust clinical pipeline towards commercialization, and further strengthen our global commercial infrastructure. Mr. Pyott’s substantial public company governance experience from serving on the boards of several large public companies also makes him an asset to our board and to our nominating and corporate governance committee, which he chairs. | | David E.I. Pyott INDEPENDENT DIRECTOR Director since: 2015 Age: 71 Committees: ▪Nominating and Corporate Governance Committee (Chair) | |
Class II—Directors Whose Terms Expire in 2027
| | | | | EXPERIENCE, EXPERTISE AND QUALIFICATIONS Mr. Kellogg served as Executive Vice President and Chief Corporate Strategy Officer of Celgene Corporation, or Celgene, a global biopharmaceutical company, from 2018 to 2019, and previously served as Executive Vice President and Chief Financial Officer of Celgene from 2014 to 2018. Prior to that, Mr. Kellogg was Chief Financial Officer and Executive Vice President of Merck & Co. Inc., a global biopharmaceutical company, from 2007 to 2014. From 2000 to 2007, Mr. Kellogg served as Executive Vice President, Finance and Chief Financial Officer at Biogen, Inc., a biotechnology company. Before that, he served as Senior Vice President, PepsiCo E-Commerce at PepsiCo Inc., a global food and beverage company, from March to July 2000 and as Senior Vice President and Chief Financial Officer, Frito-Lay International, a snack food manufacturer, from 1998 to 2000. Mr. Kellogg previously served as a director of Idorsia Ltd. KEY CONTRIBUTIONS TO THE BOARD Mr. Kellogg is a proven business, strategic and financial leader who brings to our board over 20 years of experience leading and scaling biotechnology companies and driving strategic transactions. Mr. Kellogg’s background includes executive management roles with responsibility for core financial functions, including investor relations, corporate strategy, business development and alliance management. Mr. Kellogg oversaw Biogen’s mergers with IDEC (Rituxan share) and Fumapharm (Tecfidera), Merck’s acquisition of Schering-Plough (Keytruda), and Celgene’s sale to Bristol-Myers Squibb. Mr. Kellogg’s financial expertise and experience in strategic transactions and organizational scaling will help advance our leading scientific capabilities and commercial performance as we advance our late stage clinical development pipeline and further strengthen our global commercial infrastructure, and position him well to serve as a member of our board and our audit committee, which he chairs. | | Peter N. Kellogg INDEPENDENT DIRECTOR Director since: 2023 Age: 68 Committees: ▪Audit Committee (Chair) | |
Class II—Directors Whose Terms Expire in 2027
| | 2025 PROXY STATEMENT | 21 |
Class II—Directors Whose Terms Expire in 2027
| | The Board of Directors and Its Committees | | | |
Stockholder Engagement and Communications with the Independent Directors
| | Director Compensation | | | |
Compensation of Directors
Compensation of Directors We compensate our non-employee directors for their service as directors. We do not pay directors who are also our employees any additional compensation for their service as a director. Accordingly, Dr. Greenstreet did not receive any additional compensation for her service as a director during 2024. Our PC&C committee periodically reviews the compensation we pay to our non-employee directors, with input from its independent compensation consultant, Pay Governance. Our PC&C committee compares our board compensation to the compensation paid to non-employee directors of our peer group companies. Our PC&C committee also considers the responsibilities we ask of our board members along with the amount of time required to perform those responsibilities. In February 2024, our PC&C committee, with the assistance of Pay Governance, performed a comprehensive review of director compensation. Following this review, the PC&C committee and our board of directors determined that our director compensation was competitive with that of our peer group and made no changes thereto. The table below reflects our non-employee director compensation for 2024.
Compensation of Directors
| COMPENSATION TYPE | COMPENSATION AMOUNT | | Annual Retainer | $60,000 | | Independent Board Chair Fee | $65,000 | | Lead Independent Director | $40,000 | | Committee Chair Fees: | | | Audit | $25,000 | | People, Culture and Compensation | $20,000 | | Nominating and Corporate Governance | $20,000 | | Science and Technology | $20,000 | | Committee Member Fees: | | | Audit | $12,500 | | People, Culture and Compensation | $10,000 | | Nominating and Corporate Governance | $10,000 | | Science and Technology | $10,000 | | Initial Stock Option Award (vests ratably in three annual installments) | $600,000 grant-date fair value** | | Annual Stock Option Award (vests on one-year anniversary)* | $400,000 grant-date fair value** |
Compensation of Directors
* Each non-employee director is generally eligible for an annual stock option award beginning in the sixth month following his or her election to our board. ** Actual number of non-qualified stock options awarded will be determined on the date of grant by dividing the value of the award by the closing price of our common stock on the Nasdaq Global Select Market on such date, further divided by the Black Scholes factor in use at such time. The exercise price of such stock option awards is equal to the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. Our board may, in its discretion, increase or decrease the size of the stock option award made to a non-employee director upon election or in connection with the annual stock option award or make other equity awards to our non-employee directors, subject to the limitations contained in our Amended and Restated 2018 Stock Incentive Plan, or the 2018 Plan. Pursuant to the 2018 Plan, the maximum aggregate value for initial and annual non-employee director compensation, including the value of the shares of common stock that may be subject to initial or annual equity awards to non-employee directors, is equal to $1.5 million and $1.0 million, respectively. As indicated in the table above, our current practice is to deliver aggregate compensation to our non-employee directors in amounts well under these aggregate limits, and we do not expect to change our current practice. We also reimburse our directors for reasonable travel and other related expenses incurred in connection with their service on our board.
Compensation of Directors
| | 2025 PROXY STATEMENT | 33 |
Compensation of Directors
The following table sets forth information concerning the compensation of our non-employee directors in 2024:
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
| NAME | FEES EARNED OR PAID IN CASH ($) | OPTION AWARDS ($)(1)(2) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Dennis A. Ausiello, M.D. | 80,000 | 398,790 | — | 478,790 | | Carolyn R. Bertozzi, Ph.D. | 40,000 | 398,790 | — | 438,790 | | Michael W. Bonney | 60,000 | 398,790 | — | 458,790 | | Olivier Brandicourt, M.D. | 82,500 | 398,790 | — | 481,290 | | Margaret A. Hamburg, M.D. | 70,000 | 398,790 | — | 468,790 | | Peter N. Kellogg | 88,190 | 398,790 | — | 486,980 | | David E.I. Pyott | 80,000 | 398,790 | — | 478,790 | | Colleen F. Reitan | 92,500 | 398,790 | — | 491,290 | | Amy W. Schulman | 135,000 | 398,790 | — | 533,790 | | Phillip A. Sharp, Ph.D.(4) | 80,000 | 398,790 | 25,000(3) | 503,790 | | Elliott Sigal, M.D., Ph.D. | 80,000 | 398,790 | — | 478,790 |
DIRECTOR COMPENSATION
(1)The amounts in this column reflect the aggregate grant date fair value of stock options granted for the fiscal year ended December 31, 2024, calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718. The assumptions we used to calculate these amounts are included in Note 11 to our audited consolidated financial statements for the fiscal year ended December 31, 2024 included in our Annual Report on Form 10-K, filed with the SEC on February 13, 2025. The amounts reported reflect our total accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts our directors will actually receive from the awards. (2)The following table summarizes the equity awards granted to our non-employee directors for their service on our board during 2024 and the grant date fair value of such equity awards:
DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024
DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024
DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024
| | OPTION AWARDS(1) | | STOCK AWARDS | | NAME | NUMBER OF SHARES UNDERLYING UNEXERCISED OPTIONS FOR BOARD SERVICE (#) | NUMBER OF SHARES UNDERLYING UNEXERCISED OPTIONS FOR NON-BOARD SERVICE (#) | NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | | Dennis A. Ausiello, M.D | 31,448 | — | — | | Carolyn Bertozzi, Ph.D. | 9,496 | — | — | | Michael W. Bonney | 69,045 | — | — | | Olivier Brandicourt, M.D. | 26,479 | — | — | | Margaret A Hamburg, M.D. | 49,448 | — | — | | Peter N. Kellogg | 10,176 | — | — | | David E.I. Pyott | 55,498 | — | — | | Colleen F. Reitan | 49,448 | — | — | | Amy W. Schulman | 67,512 | — | — | | Phillip A. Sharp, Ph.D.(2) | 74,198 | — | — | | Elliott Sigal, M.D., Ph.D. | 13,138 | — | — |
DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024
(1)Unexercised option awards represent both exercisable and unexercisable awards. (2)Following Dr. Sharp’s retirement from our board, effective as of May 8, 2025, Dr. Sharp will have the lesser of five years and the remainder of the stock option term following the effective date of his resignation to exercise any vested stock options, after which time all of his outstanding stock options will be cancelled.
DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024
| | 2025 PROXY STATEMENT | 35 |
DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024
| | Securities Ownership | | | |
Delinquent Section 16(a) Reports
| | | | | Dr. Greenstreet has served as our Chief Executive Officer since January 2022 and as a member of our board of directors since October 2021. Dr. Greenstreet previously served as our President and Chief Operating Officer since October 2020 and was our Chief Operating Officer from September 2016 to October 2020. Prior to joining Alnylam, Dr. Greenstreet served as the founder and Managing Director of Highgate LLC, from January 2014 to August 2016. Prior to that time, Dr. Greenstreet served as the Senior Vice President and Head of Medicines Development at Pfizer from December 2010 to November 2013. Prior to joining Pfizer, Dr. Greenstreet worked for 18 years at GlaxoSmithKline, where she served in various positions, most recently as Senior Vice President and Chief of Strategy for Research and Development and as a member of the Product Management Board. Dr. Greenstreet currently serves as a director of The American Funds and as a member of the Biotechnology Industry Organization Health Section Governing Board. Dr. Greenstreet previously served on the board of directors of argenx SE and Pacira BioSciences, Inc. | | Yvonne L. Greenstreet, M.D. Age: 62 | |
Delinquent Section 16(a) Reports
| | | | | Mr. Poulton has served as our Executive Vice President and Chief Financial Officer since August 2019. Prior to joining Alnylam, Mr. Poulton served as Chief Financial Officer of Indigo Agriculture, a plant microbiome company, from January 2018 to April 2019, where he supported the initial commercial scale-up of the business, including expansion outside the U.S. Between 2003 and December 2017, Mr. Poulton held various roles of increasing responsibility at Shire Plc, most recently as Chief Financial Officer and a member of Shire’s Executive Committee and Board of Directors from January 2015 to December 2017. During his tenure at Shire, Mr. Poulton also led Shire’s rare disease U.S., LATAM, and Asia Pacific commercial operations, as well as Shire’s global rare disease business unit. Prior to Shire, Mr. Poulton led corporate finance and business development initiatives in both the gas and electric utilities industry and the materials manufacturing sector, serving in financial leadership positions at Cinergy Corp and PPG Industries. Mr. Poulton also serves as a member of the board of directors of CervoMed Inc., and previously served on the board of Homology Medicines, Inc. Mr. Poulton served in the United States Navy as a Commissioned Officer. | | Jeffrey V. Poulton Age: 57 | |
Delinquent Section 16(a) Reports
| | | | | Dr. Garg has served as our Chief Medical Officer, Executive Vice President, Development and Medical Affairs since January 2022. Dr. Garg joined Alnylam in 2014 as Senior Vice President, Clinical Development, was appointed Chief Medical Officer in January 2017, and named Executive Vice President in March 2019. Prior to joining Alnylam in 2014, Dr. Garg served as Vice President, Global Clinical Research, Immunoscience at BMS where he was the strategic leader of the Immunoscience franchise, and oversaw the development of multiple clinical assets across the areas of rheumatology, gastroenterology, nephrology, and transplantation. Preceding this, Dr. Garg held various roles at Millennium Pharmaceuticals, Inc., overseeing the clinical development of multiple small molecule and biologic therapeutics for the treatment of inflammatory disorders. Before joining the biopharmaceutical industry, he was on the faculty at Harvard Medical School and the Brigham and Women’s Hospital in Boston. Dr. Garg previously served as a director of SQZ Biotechnologies. | | Pushkal Garg, M.D. Age: 57 | |
Delinquent Section 16(a) Reports
| | | | | Mr. Tanguler has served as our Chief Commercial Officer since January 2021. Prior to joining Alnylam, Mr. Tanguler served as Senior Vice President and Head of U.S. at Alexion Pharmaceuticals, Inc., a biopharmaceutical company, from November 2018 to December 2020. Mr. Tanguler has over 25 years of experience in the global biopharmaceutical industry, including as the President of the North America rare disease unit at Pfizer from October 2014 to October 2018. Mr. Tanguler also serves as a director of Lexeo Therapeutics, Inc., a clinical stage genetic medicine company. Mr. Tanguler holds a B.S. in Finance and Economics from Istanbul University and an MBA from the Michigan State University. | | Tolga Tanguler Age: 52 | |
Delinquent Section 16(a) Reports
| | | | | Mr. Hesslein has served as our Executive Vice President, Chief Legal Officer and Secretary since September 2024. Prior to joining Alnylam, Mr. Hesslein served as Senior Vice President and General Counsel of Voyager Therapeutics, Inc., a biotechnology company dedicated to advancing neurogenetic medicines, from April 2019 to April 2023. Between May 2012 and March 2019, Mr. Hesslein was the Senior Vice President, General Counsel, and Chief Compliance Officer at Foundation Medicine, Inc., a molecular information company focused on cancer genomics, which is now a subsidiary of Roche. Prior to Foundation Medicine, Mr. Hesslein was Senior Vice President and Deputy General Counsel at Genzyme Corporation, a biotechnology company, which is now a subsidiary of Sanofi, from July 1996 to May 2012. Before Genzyme, from September 1990 to June 1996, Mr. Hesslein was a Second Vice President and Counsel at The New England, a mutual life insurance company. Mr. Hesslein began his legal career at Csaplar & Bok, a Boston law firm, specializing as an associate and as a partner in the general corporate, securities and finance areas. Mr. Hesslein earned his B.A. from Yale University and his J.D. from Cornell Law School. | | Robert W. Hesslein Age: 72 | |
Delinquent Section 16(a) Reports
| | | | | Dr. Fitzgerald has served as our Executive Vice President, Chief Scientific Officer and Head of Early Research and Early Development since August 2023. Dr. Fitzgerald joined Alnylam in 2005 as Associate Director of Research and has served in roles of increasing responsibility and leadership since that time, serving most recently as Chief Scientific Officer of Alnylam since May of 2019. Prior to Alnylam, Dr. Fitzgerald worked for seven years at BMS, a global biopharmaceuticals company. Dr. Fitzgerald has 25 years of drug discovery experience, including leadership of our RNAi delivery efforts and the development of our RNAi therapeutic novel class of medicines. He is an inventor on over 50 patents, including the majority of our marketed and pipeline programs, and has authored over 50 papers. Dr. Fitzgerald also serves as a director of Ovid Therapeutics Inc. | | Kevin J. Fitzgerald, Ph.D. Age: 57 | |
OUR COMPENSATION ALIGNS WITH LONG-TERM STOCKHOLDER INTERESTS
OUR COMPENSATION ALIGNS WITH LONG-TERM STOCKHOLDER INTERESTS Our PC&C committee has adopted incentive designs and governance policies that align the interests of our NEOs with those of our long-term stockholders. These include: ▪Strong emphasis on performance-based equity awards ▪Annual incentive bonus payout of 190% based on company performance against pre-established goals, with 84% of our CEO’s total direct compensation and an average of 77% of our other NEOs’ total direct compensation delivered in long-term equity awards. ▪No guaranteed annual bonuses or salary increases ▪Robust compensation risk-mitigation policies including clawback, prohibition on pledging and hedging of company stock and stock ownership guidelines
Each Compensation Element Serves a Unique Purpose
| PAY ELEMENT | AT-RISK | DESCRIPTION | RATIONALE | | Base Salary | | ▪Fixed cash compensation reflective of individual performance, skills, experience and internal equity, after review of peer group data | ▪Attracts and rewards executives via market competitive pay and industry norms and reflects individual performance and experience | | Short-Term Cash Incentives | | ▪Annual performance against pre-established goals ▪Payouts earned only if corporate performance exceeds 50% of targets ▪Awards capped at 200% of preset targets | ▪Drives company-wide performance ▪Rewards achievement against pre-established goals ▪Motivates executives to achieve performance objectives that are key to our annual operating and strategic plans ▪Aligns executive and stockholder interests | | Long-Term Equity Incentives | | ▪ Award value split 50% performance stock units, or PSUs, 25% restricted stock units, or RSUs, and 25% stock options ▪ PSUs only vest upon successful achievement of pre-established goals ▪ RSUs vest based on continued service ▪Stock options vest based on continued service and only have value if and to the extent that our stock price appreciates after grant | ▪ Motivates executives to deliver sustained long-term growth by achieving multi-year strategic objectives ▪ Focuses on significant use of performance-based vesting for equity awards to align executive and stockholder interests through long-term value creation ▪Enhances retention of executives with a mix of performance- and service-based vesting |
Each Compensation Element Serves a Unique Purpose
The PC&C committee is committed to ensuring that a substantial portion of NEO compensation is “at-risk” and variable. For 2024, 93% of our CEO’s total direct compensation and, on average, 85% of our other NEOs’ total direct compensation, is variable and directly affected by both our company’s and each NEO’s performance. In addition, for both our CEO and our other NEOs, 50% of annual long-term incentive compensation consists of performance-based equity awards in the form of PSUs.
CEO 2024 TARGET COMPENSATION MIX
| | 7% Base Salary | | | 9% Short-Term Cash Incentive | | | 42% Performance-Based Stock Units | | | 21% Restricted Share Unit Awards | | | 21% Time-Based Stock Options |
ALL OTHER NEO AVERAGE 2024 TARGET COMPENSATION MIX
| | 15% Base Salary | | | 8% Short-Term Cash Incentive | | | 39% Performance-Based Stock Units | | | 19% Restricted Share Unit Awards | | | 19% Time-Based Stock Options |
Base Salary
Base Salary Our PC&C committee reviews and approves base salary adjustments for our NEOs, other than our CEO, after review of peer group data conducted by its compensation consultant, the NEO’s individual performance and the recommendation of our CEO. The PC&C committee reviews and recommends to the board, for its consideration and approval, base salary adjustments for our CEO, after review of peer group data conducted by its compensation consultant and consideration of an individual performance assessment. For more information regarding the process the PC&C committee uses to determine NEO base salaries, see the section below entitled “Committee Process for Setting Total Compensation.”
Short-Term Incentives—2024 Annual Incentive Program
Short-Term Incentives—2024 Annual Incentive Program Annual cash incentives are paid to our NEOs through our Annual Incentive Program, or AIP. Our AIP design is intended to align our NEOs’ interests directly with our corporate goals. In 2024, the PC&C committee, in consultation with its independent compensation consultant, evaluated our AIP plan design by considering benchmarking data for both our industry and peers, including the fact that we do not utilize an individual performance multiplier for NEOs. Based on this evaluation, the PC&C committee determined that it would be appropriate and consistent with our pay for performance philosophy to adjust the maximum corporate performance modifier that would be payable in the event we significantly overachieved on our corporate goals for the year. Accordingly, the PC&C committee increased the maximum corporate performance modifier from 150% to 200% to more closely align with our peer group and the companies in our industry with which we compete for talent. For 2024, management proposed, and the PC&C committee and board reviewed and approved, corporate goals in the following categories: Advance our Culture; Early Pipeline and Development Programs; and Marketed Products and Financial Performance. These categories, and the underlying metrics used to measure the company’s progress against such goals, represent a broad array of short-term achievements that we believe are critical in the aggregate to the company fulfilling the Alnylam P5x25 strategy and ultimately delivering long-term value to stockholders. The adopted goals represent milestones in our current evolutionary phase that the PC&C committee and board believe are essential to building an infrastructure of talent, systems and capabilities that is necessary for the company to continue to grow and scale, expanding our early pipeline and development programs to ensure additional opportunities for marketed products and continuing to drive strong growth in our marketed products and financial performance to ensure expansion of our marketed therapies. In making its determination regarding awards under the AIP for our NEOs, our PC&C committee and board considered our achievements against these goals, which were established in the first quarter of fiscal 2024. Based on its assessment of our performance after the close of the 2024 fiscal year, and as further set forth below, our PC&C committee and board determined that we achieved all of our culture and growth management goals, all of our early-pipeline and development goals, and the majority of our commercial and financial goals. Based on this determination, the PC&C committee recommended, and the board approved, a corporate performance modifier of 190%.
Short-Term Incentives—2024 Annual Incentive Program
| | 2025 PROXY STATEMENT | 47 |
ANNUAL INCENTIVE PAYOUT MATRIX
ANNUAL INCENTIVE PAYOUT MATRIX
ANNUAL INCENTIVE PAYOUT MATRIX
| CORPORATE GOAL | WEIGHTING RANGE & ACTUAL ACHIEVEMENT | | Advance our Culture Advance our culture-based on our core values while effectively scaling and integrating the enterprise ▪Continue to advance culture of integrity, compliance, quality and safety ▪Maintain or improve 2023 overall culture score engagement with specific improvements in key areas of focus: community, career development, and clarity | | | Early Pipeline and Development Programs Progress our early pipeline and platform efforts on the leading edge of RNAi technology and advance our development programs with the goal of delivering transformative medicines to patients ▪Ensure readiness of early pipeline programs towards clinical trial applications ▪Continue to define the leading edge of RNAi therapeutics with extrahepatic expansion | | | Marketed Products and Financial Performance Execute on key commercial objectives, including: ▪Achieve TTR Franchise and Global Rare Franchise commercial targets, focusing on patient impact ▪Achieve key financial targets in 2024 Investment Plan | | | Approved 2024 Corporate Performance Modifier for NEOs | |
ANNUAL INCENTIVE PAYOUT MATRIX
With respect to the Advance our Culture goal, our PC&C committee and board determined that we achieved above target after consideration of our overall culture survey engagement score, which was well above industry average and our enhanced enterprise risk management program, which identified critical risk scenarios and mitigation plans for all of our top enterprise risks. With respect to the Early Pipeline and Development Programs goal, the PC&C committee and board considered our above target performance with the results from our HELIOS-B Phase 3 clinical trial of vutrisiran for the treatment of ATTR amyloidosis with cardiomyopathy, or the HELIOS-B clinical trial, filing of four clinical trial applications, and the achievement of positive results from our KARDIA-2 clinical trial of zilebesiran. With respect to the Marketed Products and Financial Performance goal, our PC&C committee and board considered our above target performance on net product revenue, operating expenses, and our one-year stockholder return compared to peers. While reviewing our overall performance against these goals, the PC&C committee and board emphasized the importance of the positive results of the HELIOS-B clinical trial. The PC&C committee and board also noted the importance of our strong performance on net product revenue during 2024, with a 33% year-over-year increase as compared to 2023.
ANNUAL INCENTIVE PAYOUT MATRIX
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Calculation of Annual Cash Incentives
Calculation of Annual Cash Incentives Annual cash incentives for our NEOs were calculated as shown below.
Calculation of Annual Cash Incentives
| Sum of maximum awards for all eligible plan participants | X | Corporate Performance Modifier of 0% to 200%* | | | | |
Calculation of Annual Cash Incentives
| | | 2024 Bonus Pool** | | | | | Base SalaryX | Target Annual Incentive Opportunity % | X | Performance Against Pre-Established Annual Corporate Goal | = | Preliminary Incentive Award Amount Guidelines Decision Making Final Incentive Award Amount | | Determined by reviewing: ▪Internal and market-based peer group benchmarks ▪Individual Performance | Established Using: ▪Market-based peer group benchmarks ▪Internal calibration | | ▪Advance Our Culture Based on Our Values, and Further Integrate People, Capabilities and Processes ▪Progress Our Early Pipeline and Platform Efforts on the Leading Edge of RNAi technology and Advance Our Development Programs to Deliver Transformative Medicines to Patients ▪Execute on Key Commercial Objectives | | |
Calculation of Annual Cash Incentives
* If the 2024 corporate performance level had been below 50%, the corporate performance modifier would have been 0%, and no awards would have been granted under the AIP. ** Our board and/or PC&C committee has the discretion to adjust the AIP payouts as each deems appropriate. In February 2024, our PC&C committee approved target awards for NEOs other than our CEO under the 2024 AIP, including the opportunity for such NEOs to achieve incentive awards above established bonus targets based on the company’s performance against 2024 corporate goals. For purposes of determining 2024 target bonus opportunities for our NEOs other than the CEO, the PC&C committee, with the assistance of its compensation consultant, reviewed market data for each such NEO and determined that no adjustments were necessary at such time. The PC&C committee, with the assistance of its compensation consultant, also reviewed market data for the target award for our CEO. After such review, the PC&C committee recommended, and the board approved, a 10% increase in the CEO’s target bonus opportunity. Each potential AIP award ranged from 0% to 200% of the NEO’s target award, and thus 200% of each NEO’s target award was the maximum AIP award achievable in the event we exceeded all of our corporate goals. The table below shows (1) the target AIP award opportunity as a percentage of each NEO’s annual base salary, (2) the AIP award opportunity assuming all corporate goals were met; (3) the maximum AIP award opportunity assuming all corporate goals were exceeded; (4) the actual 2024 AIP awards for each NEO, which were paid in March 2025; and (5) the actual AIP award paid as a percentage of the respective NEO’s target AIP award opportunity.
Calculation of Annual Cash Incentives
| | 2025 PROXY STATEMENT | 49 |
2024 Annual Incentive Plan Awards
2024 Annual Incentive Plan Awards
2024 Annual Incentive Plan Awards
| NAME | 2024 TARGET AWARD (% OF BASE SALARY) | 2024 TARGET AWARD OPPORTUNITY ($) | 2024 MAXIMUM AWARD ($)(1) | 2024 ACTUAL AIP PAYOUT ($) | 2024 ACTUAL AIP PAYOUT (% OF TARGET AWARD OPPORTUNITY) | | Yvonne L. Greenstreet, M.D. | 120 | 1,566,000 | 3,132,000 | 2,975,400 | 190 | | Jeffrey V. Poulton | 55 | 381,150 | 762,300 | 724,190 | 190 | | Pushkal Garg, M.D. | 55 | 377,300 | 754,600 | 716,870 | 190 | | Tolga Tanguler | 55 | 347,050 | 694,100 | 659,400 | 190 | | Kevin J. Fitzgerald, Ph.D. | 55 | 324,500 | 649,000 | 616,550 | 190 |
2024 Annual Incentive Plan Awards
(1)The maximum award under the AIP is 200% of the respective NEO’s target award opportunity.
Long-Term Incentives – 2024 Equity Awards
Long-Term Incentives – 2024 Equity Awards The market for qualified and talented executives in the biopharmaceutical industry is highly competitive, and we compete for talent with many companies that have greater resources than we do. Accordingly, we believe long-term incentive compensation is a crucial component of our executive compensation package. The value of equity awards granted to our NEOs varies based on their role and annual performance assessments. For more information about how we set the compensation of our NEOs, please see the section below entitled “Committee Process for Setting Total Compensation.” Our long-term incentive compensation program is designed to: ▪reward demonstrated leadership and performance; ▪align our executive officers’ interests with those of our stockholders through long-term value creation; ▪reinforce our pay-for-performance philosophy; ▪retain our executive officers through the vesting period of the awards; ▪maintain competitive levels of executive compensation; and ▪motivate our executive officers for outstanding future performance. For our 2024 annual long-term incentive award, the PC&C committee approved the following equity award mix for our executive officers: 50% in the form of PSUs, 25% in the form of RSUs, and 25% in the form of stock options.
Annual Equity Awards
Annual Equity Awards Stock options vest as to 25% of the shares subject to the award on the first anniversary of the grant date and as to an additional 6.25% of the shares subject to the award at the end of each successive three-month period thereafter until the fourth anniversary of the grant date. RSUs vest in substantially equal installments on the first, second and third anniversaries of the grant date. PSUs vest, if at all, upon the achievement of specific clinical development, regulatory or financial goals. PSUs cannot vest earlier than the one-year anniversary of the grant date. Any determination as to whether a PSU vesting event has occurred must be approved by our PC&C committee. The performance goals for a PSU award granted before March 1, 2024 must occur within ten years following the grant date (or upon an earlier date specified in the award, as applicable) and performance goals for the PSU award granted on March 1, 2024 must occur within five years following the grant date. Vesting of equity awards typically ceases upon the award recipient’s termination of employment with the company. Prior to the vesting of a PSU or RSU, the recipient does not have any rights as a stockholder with respect to the shares subject to such PSU or RSU, including voting rights and the right to receive dividends or dividend equivalents. We do not currently pay dividends or dividend equivalents on our equity awards. In connection with the annual review of each NEO’s individual performance and consistent with our compensation philosophy, in February 2024, the PC&C committee approved annual equity incentive awards for our executive officers. The annual equity incentive awards granted to our NEOs in 2024 and the value of such awards listed by award vehicle (i.e., PSU, RSU and stock option), are set forth in the table below:
Annual Equity Awards
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2024 Annual Equity Incentive Awards
2024 Annual Equity Incentive Awards
2024 Annual Equity Incentive Awards
| NAME | PSU AWARD VALUE | RSU AWARD VALUE | OPTION AWARD VALUE | TOTAL AWARD VALUE | | Yvonne L. Greenstreet, M.D. | 7,250,000 | 3,625,000 | 3,625,000 | 14,500,000 | | Jeffrey V. Poulton | 2,362,500 | 1,181,250 | 1,181,250 | 4,725,000 | | Pushkal Garg, M.D. | 1,450,000 | 725,000 | 725,000 | 2,900,000 | | Tolga Tanguler | 1,450,000 | 725,000 | 725,000 | 2,900,000 | | Kevin J. Fitzgerald, Ph.D. | 1,450,000 | 725,000 | 725,000 | 2,900,000 |
2024 Annual Equity Incentive Awards
Similar to prior years, the PC&C committee reviewed and selected performance goals for the 2024 PSU awards that are consistent with our long-range plan and that represent multi-year strategic objectives that are related to clinical development, regulatory and/or financial milestones. The PC&C committee believes that these performance goals were appropriate for the fiscal 2024 annual equity award because they balance growth within our existing TTR business and expansion into other disease states (including prevalent indications) with financial performance in achieving significant revenue growth. One of the metrics included in the 2024 PSU award — initiation of a phase 3 clinical trial in a prevalent indication — is also an outstanding metric in the PSU award that we granted in February 2021, or the 2021 PSU. The PC&C committee determined that it was critical to replicate this metric and include it in the 2024 PSU award because 40% of our active employees and one-third of our executive leadership team did not receive the 2021 PSU. For that reason, the PC&C committee determined that including such a goal as part of the 2024 PSU awards would help to foster alignment across the organization toward achieving this significant milestone. The chart below lists the performance goals for our 2024 PSU awards, along with the performance goals for currently outstanding PSU awards, noting which goals have been achieved to date. The PSU award granted on February 23, 2022 is not listed in the chart below because the final outstanding performance metric included in such award was achieved in June 2024, and the award has vested and is no longer outstanding.
2024 Annual Equity Incentive Awards
| DATE OF GRANT | PERFORMANCE GOAL (WEIGHTING %) | | ACHIEVED//NOT YET ACHIEVED | | February 24, 2021 | ▪Positive Data from Phase 3 Clinical Study in ATTR Amyloidosis Patients with Cardiomyopathy (25%) | | August 2022 | | | ▪Achievement, on or before December 31, 2024, of First $2.5 Billion in Cumulative Net Product Revenues (25%) | | August 2023 | | | ▪Achievement, on or before December 31, 2025, of Non-GAAP Operating Income Profitability for a 12-month Calendar Year (25%) | | February 2025 | | | ▪Initiation of first Phase 3 Clinical Study for an Alnylam Proprietary RNAi Therapeutic in Development to Treat a Prevalent Disease (25%) | | Not Yet Achieved | | February 27, 2023 | ▪FDA Acceptance of an NDA for a Therapeutic to Treat ATTR Amyloidosis with Cardiomyopathy, After Receipt of Positive Result on Clinical Outcomes Endpoint from Phase 3 Clinical Study (30%) | | November 2024 | | | ▪Achievement of Human Proof of Concept for Investigational RNAi Therapeutic Directed to an Extrahepatic, non-CNS Target (30%) | | Not Yet Achieved | | | ▪Achievement of Non-GAAP Operating Income in Fiscal 2025 (40%) | | Not Yet Achieved | | March 1, 2024 | ▪Initiation of Phase 3 Clinical Study in a Prevalent Indication (e.g., Hypertension, Alzheimer’s, Diabetes) (30%) | | Not Yet Achieved | | | ▪Start of Phase 3 Clinical Study in ALN-TTRsc04 in ATTR Cardiomyopathy (30%) | | Not Yet Achieved | | | ▪Achievement of First $2.5 Billion in Annual Net Product Revenue Determined in Accordance with GAAP (40%) | | Not Yet Achieved |
Equity Grant Practices
Equity Grant Practices Our PC&C committee generally approves the target value of annual equity awards for our executive officers, including each of our NEOs (except for the CEO whose annual equity awards are approved by our board), at a pre-scheduled meeting in the first quarter of the fiscal year. In certain circumstances, including the hiring or promotion of an individual, or where the PC&C committee determines it is in the best interests of the company, the PC&C committee may approve the grant of equity awards at other times.
Equity Grant Practices
| | 2025 PROXY STATEMENT | 51 |
Equity Grant Practices
During fiscal 2024, we did not time the disclosure of material nonpublic information for the purpose of affecting the value of any executive compensation awarded, and no NEO was granted an equity award during the period beginning four business days before, and ending one business day after, the filing of a periodic report on Form 10-Q or an annual report on Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information.
Compensation Peer Group and Peer Selection Process
Compensation Peer Group and Peer Selection Process We develop our executive compensation programs after reviewing publicly available compensation data for our peer group and subscription survey data where there is not sufficient data publicly available. In evaluating the total direct compensation of our NEOs, our PC&C committee, using information provided by its independent compensation consultant, establishes a peer group of publicly traded companies in the biopharmaceutical and biotechnology industries that is selected based on the following criteria:
Compensation Peer Group and Peer Selection Process
| PEER SELECTION CONSIDERATIONS | | | Organizational Structure | ▪Companies that are similar to our company with respect to: organizational structure, number of employees (headcount between 500 and 5,000) and positions, stage of development (commercial stage with robust pipeline), market capitalization (generally between $8 billion and $100 billion, with a focus on companies with market capitalization greater than $20 billion), and product revenues (greater than $500 million) | | Executive Positions | ▪Companies with similar executive positions to ours | | Executive Talent Pool | ▪Companies with which we compete for executive talent | | Global Operations | ▪Public companies with international presence |
Compensation Peer Group and Peer Selection Process
In addition to the criteria set forth above, the PC&C committee also reviewed the peer selection criteria used by proxy advisors as well as the specific peers identified by each advisor.
2024 Peer Group
2024 Peer Group The PC&C committee annually reviews our peer group to determine whether it continues to include appropriate peers for executive compensation benchmarking purposes. The PC&C committee typically conducts this review in the fourth quarter of each fiscal year and uses the approved peer group to benchmark and set compensation for our NEOs in the first quarter of the following fiscal year. Accordingly, in the fourth quarter of 2023, the PC&C committee reviewed our peer group which, at the time, consisted of 12 companies operating in the biopharmaceutical/biotechnology industry. After review and analysis performed by the compensation consultant, the PC&C committee determined that the peer group remained appropriate for purposes of setting compensation for our NEOs. The following peer group was used in connection with compensation decisions made by the PC&C committee and board in February 2024 relating to base salary adjustments, target annual incentive adjustments, and annual long-term incentive awards granted in March 2024.
2024 Peer Group
| 2024 PEER GROUP | | | | BeiGene, Ltd. | Exelixis, Inc. | Neurocrine Biosciences, Inc. | | Biogen Inc. | Incyte Corporation | Sarepta Therapeutics, Inc. | | BioMarin Pharmaceutical Inc. | Jazz Pharmaceuticals plc | United Therapeutics Corporation | | Exact Sciences Corporation | Moderna, Inc. | Vertex Pharmaceuticals Incorporated |
2024 Peer Group
In the fourth quarter of 2024, the PC&C committee reviewed the peer group for purposes of setting 2025 compensation. After review and analysis performance by the compensation consultant, the PC&C committee determined that Exelixis, Inc. and Jazz Pharmaceuticals plc were no longer appropriate peers due to their low market capitalization relative to our selection criteria. The PC&C committee also determined that it would be appropriate to add two companies — Regeneron Pharmaceuticals, Inc. and Gilead Sciences, Inc. — to our peer group based primarily on our financial and business position as a maturing company and because both companies are industry-relevant competitors for talent.
Compensation Benchmarking
Compensation Benchmarking To provide the appropriate context for its executive pay decisions, our PC&C committee, in consultation with its compensation consultant, assessed the compensation practices and pay levels of our peer group. Notwithstanding the similarities of our peer group companies to Alnylam, due to the nature of our business, we compete for executive talent with many companies that are larger and more established than we are or that possess greater resources than we do. Because we need to retain significant clinical expertise and because our corporate headquarters is located in a geographic region that is highly competitive for talent, we also compete with prestigious academic and non-profit institutions. In keeping with our pay-for-performance philosophy, actual compensation levels are directly related to the achievement of corporate goals and individual performance against those goals. In addition, our PC&C committee uses competitive compensation data from the annual compensation study of peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. Additionally, the PC&C
Compensation Benchmarking
| | 2025 PROXY STATEMENT | 53 |
Compensation Benchmarking
committee uses multiple reference points when establishing targeted compensation levels. The PC&C committee does not make decisions based solely on benchmarking for specific compensation elements or total compensation and does not fix compensation to any specific percentile relative to the peer companies or the broader market. Instead, the committee applies judgment and discretion in establishing targeted pay levels, taking into account not only competitive market data, but also factors such as experience level of the executive, scope of responsibility, critical needs and skill sets, leadership potential and succession planning, individual performance, and contributions to the achievement of long-term strategic objectives.
Greenstreet Employment Agreement
Greenstreet Employment Agreement Dr. Greenstreet entered into a written employment agreement with us upon her appointment as our CEO, which we refer to as the Greenstreet Employment Agreement. Following an initial two-year term, the Greenstreet Employment Agreement automatically renews for successive one-year periods unless 90 days prior written notice of termination is given by either party (neither party provided such notice prior to commencement of such 90-day period in 2024). The Greenstreet Employment Agreement set Dr. Greenstreet’s initial annual base salary, which is subject to increase in the discretion of the board. The Greenstreet Employment Agreement also entitles Dr. Greenstreet to a target AIP award, subject to achievement of the company’s annual corporate goals, as determined by our PC&C committee and board. Under the Greenstreet Employment Agreement, Dr. Greenstreet received initial stock-based awards and is eligible to participate in our long-term incentive programs on the same basis as our other executive officers. She is also eligible to participate in our employee benefit programs on a basis no less favorable than applicable to our other executive officers.
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control Certain executives, including our NEOs, may be entitled to severance and/or change in control protections, in the case of Dr. Greenstreet pursuant to her employment agreement, and in the case of each of our other NEOs pursuant to a change in control agreement, or CIC agreement, the terms of which are described below. We provide these severance and change in control arrangements because we believe that, in a competitive market for talent, severance arrangements are necessary to attract and retain high quality executives. In addition, the change in control benefit allows and incentivizes executives to maintain their focus on our business during a period when they otherwise might be distracted because of uncertainty around their positions or the go-forward company.
Greenstreet Employment Agreement
Greenstreet Employment Agreement Under the Greenstreet Employment Agreement, if Dr. Greenstreet’s employment is terminated by the company without Cause or by Dr. Greenstreet for Good Reason, as such terms are defined in the Greenstreet Employment Agreement, prior to a CIC, she will not receive any cash severance, her outstanding unvested equity awards will continue to vest until the second anniversary of the termination date, and her outstanding stock options shall remain exercisable until the earlier of the second anniversary of the termination date and the original expiration dates of such options; provided that in the event a CIC occurs on or before the second anniversary of the termination date, her then-outstanding stock options will be treated in the same manner as the then-outstanding stock options held by continuing members of our executive leadership team. In addition, under the Greenstreet Employment Agreement, if Dr. Greenstreet’s employment is terminated by the company without Cause or by Dr. Greenstreet for Good Reason within 18 months following a CIC, she will be entitled to receive (i) a lump sum cash payment equal to two times the sum of: (A) her annual base salary in effect immediately prior to termination (or prior to the CIC, if higher) and (B) her target bonus for the fiscal year in which the CIC occurred; and (ii) if she was participating in our group health plan immediately prior to such termination and elects continuation coverage under COBRA, a monthly cash payment for 24 months (or the expiration of the COBRA continuation period, if earlier) equal to the monthly employer contribution we would have paid to provide Dr. Greenstreet with health insurance if she had remained employed. In addition, following a CIC and qualifying termination of employment, all of her outstanding unvested stock options and other stock-based awards shall immediately accelerate and become fully exercisable or nonforfeitable. If any payment and benefits to be paid or provided to Dr. Greenstreet, whether pursuant to the terms of her employment agreement or otherwise, would be subject to “golden parachute” excise taxes under the Internal Revenue Code of 1986, as amended, or the Code, the payments and benefits will be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to her.
Change in Control Agreements
Change in Control Agreements We have entered into an individual CIC agreement with each of our executive officers, including all NEOs, with the exception of Dr. Greenstreet. The CIC agreements entitle each executive officer to certain benefits in the event of certain terminations of employment within 12 months following a CIC. Pursuant to each CIC agreement, if an executive officer is terminated by us without Cause (as defined in the CIC agreement) or if an executive officer terminates employment for Good Reason (as defined in the CIC agreement), in either case,
Change in Control Agreements
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Change in Control Agreements
within 12 months following a CIC, such executive officer will be entitled to receive (i) a lump sum cash payment equal to one and a half times the sum of: (A) such executive officer’s annual base salary in effect immediately prior to termination (or prior to the CIC, if higher) and (B) such executive officer’s target bonus for the fiscal year in which the CIC occurred; and (ii) if the executive officer was participating in our group health plan immediately prior to such termination and elects continuation coverage under COBRA, a monthly cash payment for 18 months (or the expiration of the COBRA continuation period, if earlier) equal to the monthly employer contribution we would have paid to provide the executive with health insurance if such executive officer remained employed. In addition, following a CIC and qualifying termination of employment, all of an executive officer’s outstanding unvested stock options and other stock-based awards shall immediately accelerate and become fully exercisable or nonforfeitable. If any payment and benefits to be paid or provided to an executive officer, whether pursuant to the terms of a CIC Agreement, employment agreement or otherwise, would be subject to “golden parachute” excise taxes under the Code, the payments and benefits will be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to the executive. Each CIC Agreement will terminate upon the earlier of (i) an executive officer’s termination of employment with us for any reason prior to a CIC, (ii) an executive officer’s termination of employment with us after a CIC for Cause or without Good Reason or (iii) the date that is 12 months after a CIC, if the executive officer is still employed by the company. There are no other agreements with our NEOs that provide for separation pay in the event of a termination of employment.
Role of the Compensation Consultant
Role of the Compensation Consultant Pursuant to its charter, our PC&C committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities, and the company has provided appropriate funding to the PC&C committee to do so. The PC&C committee previously exercised this authority and engaged Pay Governance as its independent compensation consultant, effective July 2022. Pay Governance served as an advisor to our PC&C committee on topics primarily related to our incentive compensation programs (including annual and long-term incentive compensation), peer group evaluation and selection, and director and executive compensation. Pay Governance reported directly to the PC&C committee chair on the matters on which it had been retained. Pay Governance did not provide any services to the company other than the services that it provided to the PC&C committee.
Role of the Compensation Consultant
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Role of the Compensation Consultant
Our PC&C committee regularly reviews the services provided by its outside consultant and believes that Pay Governance is independent from the company in providing executive compensation consulting services. Our PC&C committee has assessed the independence of Pay Governance consistent with Nasdaq Global Select Market listing standards and SEC rules and has concluded that the engagement of Pay Governance does not raise any conflicts of interest. Our PC&C committee monitors the independence of the compensation consultant on an annual basis.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | Yvonne L. Greenstreet, M.D. Chief Executive Officer (principal executive officer) | 2024 | 1,253,400 | — | 3,625,000(5) | 3,614,400 | 2,975,400 | 24,770 | 11,492,970 | | | 2023 | 975,800 | — | 3,375,150(6) | 3,369,000 | 1,155,000 | 20,720 | 8,895,670 | | | 2022 | 850,000 | — | —(7) | 2,498,790 | 977,500 | 262,520 | 4,588,810 | | Jeffrey V. Poulton Executive Vice President, Chief Financial Officer (principal financial officer) | 2024 | 687,400 | — | 1,181,250(5) | 1,177,790 | 724,190 | 22,150 | 3,792,780 | | | 2023 | 651,900 | — | 1,087,620(6) | 1,085,590 | 381,150 | 18,100 | 3,224,360 | | | 2022 | 604,500 | — | —(7) | 1,449,280 | 350,750 | 17,100 | 2,421,630 | | Pushkal Garg, M.D. Executive Vice President, Chief Medical Officer | 2024 | 682,100 | — | 775,170(5)(8) | 722,900 | 716,870 | 22,150 | 2,919,190 | | | 2023 | 656,900 | — | 1,087,620(6) | 1,085,590 | 382,880 | 18,100 | 3,231,090 | | | 2022 | 625,000 | — | —(7) | 1,899,100 | 359,380 | 17,100 | 2,900,580 | | Tolga Tanguler Executive Vice President, Chief Commercial Officer | 2024 | 627,400 | — | 725,000(5) | 722,900 | 659,400 | 19,870 | 2,754,570 | | | 2023 | 603,200 | — | 950,050(6) | 948,360 | 352,280 | 15,820 | 2,869,710 | | | 2022 | 564,800 | — | —(7) | 1,449,280 | 326,370 | 11,620 | 2,352,070 | | Kevin J. Fitzgerald, Ph.D. Executive Vice President, Chief Scientific Officer | 2024 | 586,600 | — | 725,000(5) | 722,900 | 616,550 | 22,150 | 2,673,200 | | | 2023 | 539,600 | — | 950,050(6) | 948,360 | 329,180 | 17,960 | 2,785,150 | | | 2022 | 493,700 | — | —(7) | 1,604,260 | 330,630 | 17,090 | 2,445,680 |
Summary Compensation Table
(1)The amounts reported in the Stock Awards column represent the aggregate grant date fair value for the fiscal years ended December 31, 2024, 2023, and 2022 of grants of RSUs and PSUs to each of the NEOs, calculated in accordance with FASB ASC Topic 718. For RSUs, these amounts are calculated as the number of shares of RSUs granted multiplied by the quoted closing market price of our common stock on the date of grant. For PSUs, these amounts are calculated based on the probable outcome of the performance conditions as of the grant date. The amounts reported reflect our total accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts our NEOs will actually receive from the awards. (2)The amounts reported in the Option Awards column represent the aggregate grant date fair value for the fiscal years ended December 31, 2024, 2023, and 2022 of grants of time-based stock options to each of the NEOs, calculated in accordance with FASB ASC Topic 718. The assumptions we used in calculating these amounts are included in Note 11 to our audited consolidated financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K, filed with the SEC on February 13, 2025. The amounts reported reflect our accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts our NEOs will actually receive from the awards. (3)The amounts reported in the Non-Equity Incentive Plan Compensation column reflect the annual AIP award earned by the NEOs for each respective year. The annual AIP awards were paid in the first quarter of the calendar year following the year to which the AIP award relates. (4)The amounts reported in the All Other Compensation column for 2024 reflect, for each NEO, the sum of (i) the dollar value of life insurance premiums we paid; (ii) the amount we contributed to the NEO’s 401(k) plan; and (iii) the incremental cost to us of all perquisites and other personal benefits. Specifically, the All Other Compensation column above for 2024 includes:
Summary Compensation Table
| NAME | YEAR | TERM LIFE INSURANCE PREMIUMS PAID BY ALNYLAM ($) | DOLLAR VALUE OF CONTRIBUTION BY ALNYLAM TO THE EXECUTIVE’S ACCOUNT UNDER 401(K) PLAN ($) | | Yvonne L. Greenstreet, M.D. | 2024 | 7,520 | 17,250 | | Jeffrey V. Poulton | 2024 | 4,900 | 17,250 | | Pushkal Garg, M.D. | 2024 | 4,900 | 17,250 | | Tolga Tanguler | 2024 | 2,620 | 17,250 | | Kevin J. Fitzgerald, Ph.D. | 2024 | 4,900 | 17,250 |
Summary Compensation Table
(5)Amounts represent the aggregate grant date fair value for grants of RSUs and PSUs, calculated in accordance with FASB ASC Topic 718. For PSUs granted during 2024, we determined that, as of the date of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions associated with the PSUs would be achieved and therefore we assigned a grant date fair value of $0 to the PSUs. If we had determined that, as of the date of grant, it was probable that 100% of the performance conditions associated with the PSUs would be achieved, we would have assigned the following grant date fair values for the PSUs: $7,250,000 for Dr. Greenstreet, $2,362,500 for Mr. Poulton, $1,450,000 for Dr. Garg, $1,450,000 for Mr. Tanguler and $1,450,000 for Dr. Fitzgerald.
Summary Compensation Table
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Summary Compensation Table
(6)Amounts represent the aggregate grant date fair value for grants of RSUs and PSUs, calculated in accordance with FASB ASC Topic 718. For PSUs granted during 2023, we determined that, as of the date of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions associated with the PSUs would be achieved and therefore we assigned a grant date fair value of $0 to the PSUs. If we had determined that, as of the date of grant, it was probable that 100% of the performance conditions associated with the PSUs would be achieved, we would have assigned the following grant date fair values for the PSUs: $6,750,110 for Dr. Greenstreet, $2,175,040 for Mr. Poulton, $2,175,040 for Dr. Garg, $1,900,100 for Mr. Tanguler and $1,900,100 for Dr. Fitzgerald. (7)Amounts represent the aggregate grant date fair value for grants of PSUs, calculated in accordance with FASB ASC Topic 718. For PSUs granted during 2022, we determined that, as of the date of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions associated with the PSUs would be achieved and therefore we assigned a grant date fair value of $0 to the PSUs. If we had determined that, as of the date of grant, it was probable that 100% of the performance conditions associated with the PSUs would be achieved, we would have assigned the following grant date fair values to the PSUs: $7,500,030 for Dr. Greenstreet, $1,450,070 for Mr. Poulton, $1,900,000 for Dr. Garg, $1,450,110 for Mr. Tanguler and $1,105,140 for Dr. Fitzgerald. (8)In 2024, we granted Dr. Garg a restricted stock award in recognition of his ten consecutive years of employment with us. The award had an aggregate grant date fair value of $50,170, calculated in accordance with FASB ASC Topic 718, and the shares subject to the award were fully vested as of the grant. The following table sets forth information concerning each grant awarded to a NEO during the fiscal year ended December 31, 2024 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received:
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
| | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE PRICE OF OPTION AWARDS ($/SHARE)(3) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARD GRANTS ($)(4) | | NAME | DATE OF GRANT | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | Yvonne L. Greenstreet, M.D. | — | 783,000 | 1,566,000 | 3,132,000 | | | | | | | | | 3/1/2024(5) | | | | | | | 46,394 | 152.61 | 3,614,400 | | | 3/1/2024(6) | | | | — | 47,507 | 47,507 | | | — | | | 3/1/2024(7) | | | | | | | 23,754 | | 3,625,000 | | Jeffrey V. Poulton | — | 190,575 | 381,150 | 762,300 | | | | | | | | | 3/1/2024(5) | | | | | | | 15,118 | 152.61 | 1,177,790 | | | 3/1/2024(6) | | | | — | 15,481 | 15,481 | | | — | | | 3/1/2024(7) | | | | | | | 7,741 | | 1,181,250 | | Pushkal Garg, M.D. | — | 188,650 | 377,300 | 754,600 | | | | | | | | | 3/1/2024(5) | | | | | | | 9,279 | 152.61 | 722,900 | | | 3/1/2024(6) | | | | — | 9,502 | 9,502 | | | — | | | 3/1/2024(7) | | | | | | | 4,751 | | 725,000 | | | 10/8/2024(8) | | | | | | | 185 | | 50,170 | | Tolga Tanguler | — | 173,525 | 347,050 | 694,100 | | | | | | | | | 3/1/2024(5) | | | | | | | 9,279 | 152.61 | 722,900 | | | 3/1/2024(6) | | | | — | 9,502 | 9,502 | | | | | | 3/1/2024(7) | | | | | | | 4,751 | | 725,000 | | Kevin J. Fitzgerald, Ph.D. | — | 162,250 | 324,500 | 649,000 | | | | | | | | | 3/1/2024(5) | | | | | | | 9,279 | 152.61 | 722,900 | | | 3/1/2024(6) | | | | — | 9,502 | 9,502 | | | — | | | 3/1/2024(7) | | | | | | | 4,751 | | 725,000 |
2024 Grants of Plan-Based Awards
(1)The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum amounts payable, respectively, under our AIP, which is described above in the “Compensation Discussion and Analysis” under the heading “Short-Term Incentives—2024 Annual Incentive Program.” The actual amounts paid to each NEO can be found above in the Summary Compensation Table under the column titled “Non-Equity Incentive Plan Compensation.” (2)The amounts shown in the threshold, target and maximum columns reflect the minimum, target and maximum potential future payout range, respectively, for equity awards granted with performance-based vesting milestones. (3)The exercise price of the option awards is equal to the closing price of our common stock on the Nasdaq Global Select Market on March 1, 2024.
2024 Grants of Plan-Based Awards
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2024 Grants of Plan-Based Awards
(4)The grant date fair value is calculated in accordance with FASB ASC Topic 718 and represents the value of awards granted during the year. For RSUs, the grant date fair value is calculated by multiplying the number of shares subject to the RSU by $152.61, which was the closing price of our common stock on the Nasdaq Global Select Market on the date of grant. For PSUs, the grant date fair value is calculated based on the probable outcome of the performance conditions as of the grant date. For PSUs granted during 2024, we determined that, as of the date of grant, it was not probable, as defined under applicable accounting guidance, that any of the performance conditions associated with the PSUs would be achieved and therefore we assigned a grant date fair value of $0 to the PSUs. The grant date fair value for stock option awards is calculated based on the assumptions included in Note 11 to our audited consolidated financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K, filed with the SEC on February 13, 2025. The amounts reported reflect our total accounting expense, excluding the effect of estimated forfeitures, and may not represent the amounts our NEOs will actually realize from the awards. (5)Represents the portion of the annual equity award granted in 2024 in the form of time-based stock option awards, which vest as to 25% of the shares subject to the award on the first anniversary of the grant date and as to the remaining shares ratably at the end of each three-month period thereafter over the following thirty-six months, generally provided that the NEO continues to be employed with us through each vesting date. (6)Represents the portion of the annual equity award granted in 2024 in the form of PSUs. The shares subject to the PSUs granted in March 2024 vest upon the achievement of three underlying performance-based vesting conditions, with 30% of the shares subject to the PSU vesting upon achievement of one of the performance conditions, 30% of the shares subject to the PSU vesting upon achievement of the second of the performance conditions, and 40% of the shares subject to the PSU vesting upon achievement of the third of the performance conditions. As of the grant date, none of the three performance conditions were considered probable, as defined under applicable accounting guidance. (7)Represents the portion of the annual equity award granted in 2024 in the form of RSUs. The shares subject to the RSUs vest ratably on each of the first, second and third anniversaries of the grant date, generally provided that the NEO continues to be employed with us through each vesting date. (8)In October 2024, we granted Dr. Garg a restricted stock award in recognition of ten years of service by the employee. The shares subject to the award were fully vested upon grant.
2024 Grants of Plan-Based Awards
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Outstanding Equity Awards at Fiscal Year-End for 2024
Outstanding Equity Awards at Fiscal Year-End for 2024
Outstanding Equity Awards at Fiscal Year-End for 2024
| | | OPTION AWARDS(1) | | | | STOCK AWARDS(2) | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | Yvonne L. Greenstreet, M.D. | 12/20/2016 | 650 | — | 42.22 | 12/20/2026 | | | | | | | 03/01/2018 | 25,000 | — | 119.13 | 03/01/2028 | | | | | | | 03/01/2018 | 25,000(3) | — | 119.13 | 03/01/2028 | | | | | | | 02/28/2019 | 2,352 | — | 85.00 | 02/28/2029 | | | | | | | 02/26/2020 | 27,623 | — | 118.05 | 02/25/2030 | | | | | | | 02/24/2021 | 27,000 | 1,800 | 151.59 | 02/23/2031 | | | | | | | 02/24/2021 | | | | | | | 7,719(5) | 1,816,358 | | | 12/31/2021 | 41,962 | 13,987 | 169.58 | 12/30/2031 | | | | | | | 02/23/2022 | 21,826 | 9,921 | 147.47 | 02/22/2032 | | | | | | | 02/27/2023 | 16,089 | 20,686 | 190.01 | 02/26/2033 | | | | | | | 02/27/2023 | | | | | | | 24,867(6) | 5,851,454 | | | 02/27/2023 | | | | | 11,842(8) | 2,786,541 | | | | | 03/01/2024 | — | 46,394 | 152.61 | 02/28/2034 | | | | | | | 03/01/2024 | | | | | | | 47,507(7) | 11,178,872 | | | 03/01/2024 | | | | | 23,754(9) | 5,589,554 | | | | Jeffrey V. Poulton | 08/01/2019 | 125,000 | — | 75.36 | 08/01/2029 | | | | | | | 02/26/2020 | 24,554 | — | 118.05 | 02/25/2030 | | | | | | | 02/24/2021 | 21,750 | 1,450 | 151.59 | 02/23/2031 | | | | | | | 02/24/2021 | | | | | | | 6,217(5) | 1,462,922 | | | 02/23/2022 | 12,659 | 5,754 | 147.47 | 02/22/2032 | | | | | | | 02/27/2023 | 5,184 | 6,666 | 190.01 | 02/26/2033 | | | | | | | 02/27/2023 | | | | | | | 8,013(6) | 1,885,539 | | | 02/27/2023 | | | | | 3,816(8) | 897,943 | | | | | 03/01/2024 | — | 15,118 | 152.61 | 02/28/2034 | | | | | | | 03/01/2024 | | | | | | | 15,481(7) | 3,642,834 | | | 03/01/2024 | | | | | 7,741(9) | 1,821,535 | | |
Outstanding Equity Awards at Fiscal Year-End for 2024
| | 2025 PROXY STATEMENT | 61 |
Outstanding Equity Awards at Fiscal Year-End for 2024
| | | OPTION AWARDS(1) | | | | STOCK AWARDS(2) | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | Pushkal Garg, M.D. | 12/18/2015 | 23,876 | — | 88.95 | 12/18/2025 | | | | | | | 12/18/2015 | 25,000(4) | — | 88.95 | 12/18/2025 | | | | | | | 12/20/2016 | 5,445 | — | 42.22 | 12/20/2026 | | | | | | | 03/01/2018 | 13,750 | — | 119.13 | 03/01/2028 | | | | | | | 03/01/2018 | 13,750(3) | — | 119.13 | 03/01/2028 | | | | | | | 02/28/2019 | 25,000 | — | 85.00 | 02/28/2029 | | | | | | | 02/26/2020 | 26,089 | — | 118.05 | 02/25/2030 | | | | | | | 02/24/2021 | 21,750 | 1,450 | 151.59 | 02/23/2031 | | | | | | | 02/24/2021 | | | | | | | 6,217(5) | 1,462,922 | | | 12/31/2021 | 10,071 | 3,357 | 169.58 | 12/30/2031 | | | | | | | 02/23/2022 | 16,588 | 7,540 | 147.47 | 02/22/2032 | | | | | | | 02/27/2023 | 5,184 | 6,666 | 190.01 | 02/26/2033 | | | | | | | 02/27/2023 | | | | | | | 8,013(6) | 1,885,539 | | | 02/27/2023 | | | | | 3,816(8) | 897,943 | | | | | 03/01/2024 | — | 9,279 | 152.61 | 02/28/2034 | | | | | | | 03/01/2024 | | | | | | | 9,502(7) | 2,235,916 | | | 03/01/2024 | | | | | 4,751(9) | 1,117,958 | | | | Tolga Tanguler | 02/01/2021 | 52,934 | 3,529 | 149.25 | 01/31/2031 | | | | | | | 02/23/2022 | 12,659 | 5,754 | 147.47 | 02/22/2032 | | | | | | | 02/27/2023 | 4,529 | 5,823 | 190.01 | 02/26/2033 | | | | | | | 02/27/2023 | | | | | | | 7,000(6) | 1,647,170 | | | 02/27/2023 | | | | | 3,333(8) | 784,288 | | | | | 03/01/2024 | — | 9,279 | 152.61 | 02/28/2034 | | | | | | | 03/01/2024 | | | | | | | 9,502(7) | 2,235,916 | | | 03/01/2024 | | | | | 4,751(9) | 1,117,958 | | | | Kevin J. Fitzgerald, Ph.D. | 03/01/2018 | 9,000 | — | 119.13 | 03/01/2028 | | | | | | | 03/01/2018 | 9,000(3) | — | 119.13 | 03/01/2028 | | | | | | | 02/28/2019 | 2,192 | — | 85.00 | 02/28/2029 | | | | | | | 02/26/2020 | 14,580 | — | 118.05 | 02/25/2030 | | | | | | | 02/24/2021 | 14,711 | 981 | 151.59 | 02/23/2031 | | | | | | | 02/24/2021 | | | | | | | 4,205(5) | 989,479 | | | 02/23/2022 | 14,012 | 6,370 | 147.47 | 02/22/2032 | | | | | | | 02/27/2023 | 4,529 | 5,823 | 190.01 | 02/26/2033 | | | | | | | 02/27/2023 | | | | | | | 7,000(6) | 1,647,170 | | | 02/27/2023 | | | | | 3,333(8) | 784,288 | | | | | 03/01/2024 | — | 9,279 | 152.61 | 02/28/2034 | | | | | | | 03/01/2024 | | | | | | | 9,502(7) | 2,235,916 | | | 03/01/2024 | | | | | 4,751(9) | 1,117,958 | | |
Outstanding Equity Awards at Fiscal Year-End for 2024
| 62 | | |
Outstanding Equity Awards at Fiscal Year-End for 2024
(1)Unless otherwise noted, stock option awards were granted with a ten-year term and vest as to 25% of the shares on the first anniversary of the grant date and as to an additional 6.25% at the end of each successive three-month period thereafter, unless otherwise noted, generally provided that the NEO continues to be employed with us through each vesting date. (2)The market value of PSUs or RSUs that have not vested is based on the number of unvested PSUs or RSUs outstanding multiplied by $235.31 per share, which was the closing price of our common stock on the Nasdaq Global Select Market on the last trading day of 2024. (3)These options vested in three equal installments upon the achievement of each of three specific clinical development, regulatory or commercial events. (4)These options vested in four equal installments upon the achievement of each of four specific clinical development or commercial events. (5)These PSU awards were granted on February 24, 2021 and vest in four equal installments upon the achievement of each of four specific clinical development, regulatory or commercial events, generally provided that the NEO continues to be employed with us through each vesting date. One-quarter of these PSUs vested in August 2022 upon the achievement of a clinical milestone, and one-quarter of these PSUs vested in August 2023 based upon the achievement of a financial milestone. The amount reported in this table reflects the PSUs that remain subject to achievement of specified performance targets. For a description of these performance targets, please see the description of the PSUs granted in 2021 in the section of the CD&A entitled “Annual Equity Awards.” (6)These PSU awards were granted on February 27, 2023 and will vest upon the later of one year from the date of grant and the achievement of specified clinical development, regulatory or financial events, generally provided that the NEO continues to be employed with us through each vesting date. For a description of these performance targets, please see the description of the PSUs granted in 2023 in the section of the CD&A entitled “Annual Equity Awards.” (7)These PSU awards were granted on March 1, 2024 and will vest upon the later of one year from the date of grant and the achievement of specified clinical development, regulatory or financial events, generally provided that the NEO continues to be employed with us through each vesting date. For a description of these performance targets, please see the description of the PSUs granted in 2024 in the section of the CD&A entitled “Annual Equity Awards.” (8)These RSU awards were granted on February 27, 2023, and the shares subject to this RSU vest in substantially equal installments on the first, second and third anniversaries of the grant date, generally provided that the NEO continues to be employed with us through each vesting date. (9)These RSU awards were granted on March 1, 2024, and the shares subject to this RSU vest in substantially equal installments on the first, second and third anniversaries of the grant date, generally provided that the NEO continues to be employed with us through each vesting date. The following table sets forth information concerning the exercise of stock options and the vesting of RSUs and PSUs during 2024 for each of our NEOs.
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested
| | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($)(1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($)(2) | | Yvonne L. Greenstreet, M.D. | 30,148 | 5,727,380 | 50,485 | 9,894,588 | | Jeffrey V. Poulton | — | — | 11,898 | 2,379,179 | | Pushkal Garg, M.D. | — | — | 14,117 | 2,805,975 | | Tolga Tanguler | — | — | 11,223 | 2,231,935 | | Kevin J. Fitzgerald, Ph.D. | 20,725 | 3,769,372 | 9,663 | 1,943,077 |
2024 Option Exercises and Stock Vested
(1)The value realized on exercise is based on the market price of the shares on the day of exercise less the applicable option exercise price. (2)The value is calculated based on the number of shares acquired on vesting, multiplied by the closing price per share of our common stock on the Nasdaq Global Select Market on the vesting date.
Potential Payments Upon Termination or Change-in-Control (CIC)
Potential Payments Upon Termination or Change-in-Control (CIC)
CEO Pay Ratio
CEO Pay Ratio In connection with Item 402(u) of Regulation S-K, we are required to calculate and disclose the median annual compensation of all of our employees (excluding our CEO during 2024, Dr. Greenstreet), the annual compensation of Dr. Greenstreet, and the ratio of these two amounts. Because we had a significant number of new hires in 2024, we elected to redetermine our median employee for purposes of the pay ratio disclosure. Our median employee was identified using the entire population of our employees as of October 1, 2024 based on a consistently applied compensation measure, or CACM, that reasonably reflects the annual compensation of employees. The CACM we selected for our disclosure includes annual base salary for salaried employees (or wages based on an annual work schedule for non-permanent employees), overtime for 2024, target bonus opportunity for 2024 and the grant-date fair value for stock-based awards (calculated in accordance with the requirements for the Summary Compensation Table). In 2024, the target bonus opportunity for our non-field-based employees was based on corporate and individual performance under our AIP and the target bonus opportunity for field-based employees consisted of sales-related metrics in connection with the continued launch and commercialization of our commercial products during 2024 under our field-based incentive plan. Based on the CACM methodology described above, we identified the median employee. We calculated the 2024 compensation for our median employee of $297,040 in the same manner we determine the annual total compensation of our NEOs for purposes of the Summary Compensation Table. Dr. Greenstreet’s 2024 compensation as disclosed in the Summary Compensation Table is $11,492,970. As a result, our CEO to median employee pay ratio for 2024 is 39:1, representing an increase from the ratio we disclosed for 2023 as a result of the increase in equity granted to Dr. Greenstreet in 2024. This pay ratio is a reasonable estimate calculated by a method consistent with the SEC requirements described above, based on our payroll and employment records. As a result of a variety of factors, including employee populations, potential differences in the components used for the CACM, compensation philosophies and certain assumptions, pay ratios reported by other companies may not be comparable to our pay ratio. The pay ratio is not utilized by our management or our PC&C committee for compensation-related decisions.
CEO Pay Ratio
| | 2025 PROXY STATEMENT | 65 |
Pay Versus Performance
Pay Versus Performance This section has been prepared in accordance with the SEC’s pay versus performance, or PvP, disclosure rules. Under the PvP rules, the SEC has developed a definition of pay, referred to as Compensation Actually Paid, or CAP, which we are required to calculate and then compare to certain specified performance measures. Under the PvP disclosure rules, CAP for the principal executive officer, or PEO, and the average non-PEO NEOs is calculated by starting with the Summary Compensation Table values for the relevant years and then making the following adjustments (each as applicable): ▪Subtracting: the grant date fair value of equity awards granted during the year; and the change in pension value for the year; and ▪Adding: the year-end fair value of unvested equity awards granted during the year; for equity awards granted in prior years that are outstanding and unvested at the end of the year, the difference between the fair value at the end of the year as compared to the end of the immediately prior year; for equity awards granted in prior years that vested during the year, the difference between the fair value as of the vesting date as compared to the end of the immediately prior year; and the pension service cost for that year. As a general matter, our board and PC&C committee do not use CAP as a basis for making compensation decisions. Our PC&C committee has adopted an executive compensation philosophy that is designed to ensure that a substantial majority of NEO compensation is performance-based and at risk. Further to this philosophy, our PC&C committee has adopted incentive structures and governance policies that we believe align the interests of our NEOs with those of our long-term stockholders, including a strong emphasis on performance-based equity awards, annual incentive payouts based on our performance against preset goals (with no guaranteed minimum payout), and no guaranteed increases in base salaries. We believe these structures and governance policies incentivize our NEOs and other employees to achieve goals aimed at increasing the long-term value of our enterprise. Importantly, because of the SEC-mandated formula for calculating CAP, period-to-period fluctuations in CAP reported for our NEOs may not correlate with our performance against our goals and the related compensation decisions made by our board and PC&C committee.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | (IN THOUSANDS) | | | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($)(1) | COMPENSATION ACTUALLY PAID TO PEO ($)(1)(3)(5) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($)(2) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($)(2)(4)(5) | TSR ($)(6) | PEER GROUP TSR ($)(6) | NET LOSS ($) | CSM - GLOBAL NET PRODUCT REVENUE ($) | | 2024 | 11,492,970 | 29,836,503 | 3,034,948 | 7,842,013 | 204.32 | 118.20 | (278,157) | 1,646,228 | | 2023 | 8,895,670 | 11,410,294 | 2,922,458 | 1,574,481 | 166.20 | 118.87 | (440,242) | 1,241,474 | | 2022 | 4,588,810 | 19,043,460 | 3,580,510 | 12,601,300 | 206.35 | 113.65 | (1,131,156) | 894,329 | | 2021 | 10,176,685 | 17,514,345 | 5,918,910 | 10,714,290 | 147.24 | 126.45 | (852,824) | 662,138 | | 2020 | 7,818,164 | 10,766,569 | 4,240,550 | 4,221,270 | 112.85 | 126.42 | (858,281) | 361,520 |
Pay Versus Performance Table
(1)For 2024, 2023 and 2022, our PEO was Yvonne L. Greenstreet, M.D. For 2021 and 2020, our PEO was John M. Maraganore, Ph.D. (2)For 2024, our non-PEO NEOs were Jeffrey V. Poulton, Pushkal Garg, M.D., Tolga Tanguler, and Kevin J. Fitzgerald, Ph.D. For 2023, our non-PEO NEOs were Mr. Poulton, Dr. Garg, Mr. Tanguler, Indrani L. Franchini, J.D., and Akshay K. Vaishnaw, M.D., Ph.D. For 2022, our non-PEO NEOs were Dr. Vaishnaw, Mr. Poulton, Dr. Garg, and Ms. Franchini. For 2021, our non-PEO NEOs were Dr. Greenstreet, Dr. Vaishnaw, Mr. Poulton, and Mr. Tanguler. For 2020, our non-PEO NEOs were Dr. Greenstreet, Dr. Vaishnaw, Mr. Poulton, Laurie B. Keating, and Barry E. Greene. (3)The following is a summary of the adjustments made to PEO compensation as reported in the Summary Compensation Table to determine PEO CAP as reported in this table:
Pay Versus Performance Table
| | 2024 | 2023 | 2022 | 2021 | 2020 | | Total Compensation Reported in SCT | 11,492,970 | 8,895,670 | 4,588,810 | 10,176,685 | 7,818,164 | | LESS: the grant date fair value of equity awards granted in the year indicated | (7,239,400) | (6,744,150) | (2,498,790) | (7,861,410) | (5,746,295) | | ADD: the year-end fair value of outstanding and unvested equity awards granted in the year indicated(a) | 17,187,024 | 8,173,520 | 5,823,820 | 9,100,080 | 7,670,290 | | ADD: the change in fair value of equity awards granted in years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year)(a) | 2,538,755 | 344,240 | 7,353,620 | 2,419,780 | 743,590 | | ADD: the change in fair value of equity awards granted in years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year)(a) | 5,857,154 | 741,014 | 3,776,000 | 3,679,210 | 280,820 | | Total (Net) Adjustments | 29,836,503 | 11,410,294 | 19,043,460 | 17,514,345 | 10,766,569 |
Pay Versus Performance Table
(a)We determined the year-end fair value of PSUs for the year indicated. If the achievement of the performance condition for the PSU was not probable, as defined under applicable accounting guidance, then we assigned a fair value of $0.
Pay Versus Performance Table
| | 2025 PROXY STATEMENT | 67 |
Pay Versus Performance Table
(4)The following is a summary of the adjustments made to average non-PEO NEO compensation as reported in the Summary Compensation Table to determine average non-PEO NEO CAP as reported in this table:
Pay Versus Performance Table
| | 2024 | 2023 | 2022 | 2021 | 2020 | | Average Total Compensation Reported in SCT | 3,034,948 | 2,922,458 | 3,580,510 | 5,918,910 | 4,240,550 | | LESS: the grant date fair value of equity awards granted in the year indicated | (1,688,240) | (1,888,468) | (2,548,800) | (4,891,560) | (3,113,250) | | ADD: the year-end fair value of outstanding and unvested equity awards granted in the year indicated(a) | 3,978,386 | 2,288,708 | 5,582,350 | 6,583,990 | 2,334,450 | | ADD: the change in fair value of equity awards granted in years prior to the year indicated that were outstanding and unvested at the end of the year indicated (as compared to fair value at the end of the immediately prior year)(a) | 1,028,665 | (852,294) | 3,941,750 | 962,260 | 389,660 | | ADD: the change in fair value of equity awards granted in years prior to the year indicated that vested in the year indicated (fair value at vesting date as compared to the end of the immediately prior year)(a) | 1,488,254 | (895,923) | 2,045,490 | 2,140,690 | 369,860 | | Total (Net) Adjustments | 7,842,013 | 1,574,481 | 12,601,300 | 10,714,290 | 4,221,270 |
Pay Versus Performance Table
(a)We determined the year-end fair value of PSUs for the year indicated. If the achievement of the performance condition for the PSU was not probable, as defined under applicable accounting guidance, then we assigned a fair value of $0. (5)In calculating CAP reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was determined in accordance with FASB ASC Topic 718. We did not report a change in pension benefit values for any of the years reflected in the table, and therefore adjustments to pension benefit values were not included in calculating CAP reflected in these columns, because we do not sponsor, maintain or contribute to a defined benefit pension plan. (6)The company TSR and the company’s Peer Group TSR reflected in these columns for each applicable fiscal year is calculated based on a fixed investment of $100 at the applicable measurement point on the same cumulative basis as is used in Item 201(e) of Regulation S-K. The peer group used to determine the company’s Peer Group TSR for each applicable fiscal year is the following published industry index, as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 pursuant to Item 201(e) of Regulation S-K: Nasdaq Biotechnology Index (NBI).
Pay versus Performance Comparative Disclosure
Pay versus Performance Comparative Disclosure The following graphs reflect the relationships between (i) CAP for our PEO, and the average of CAP for our non-PEO NEOs, to our net loss, (ii) CAP for our PEO, and the average of CAP for our non-PEO NEOs, to our cumulative total shareholder return and our cumulative total shareholder return to our peer group total shareholder return, and (iii) CAP for our PEO, and the average of CAP for our non-PEO NEOs, to our global net product revenues (the CSM), in each case for the years 2020 through 2024.
PAY VS. PERFORMANCE: NET LOSS
PAY VS. PERFORMANCE: NET LOSS
PAY VS. PERFORMANCE: NET LOSS
| | PEO CAP | | Non-PEO Avg CAP | | Net Loss |
PAY VS. PERFORMANCE: NET LOSS
| 68 | | |
PAY VS. PERFORMANCE: TOTAL SHAREHOLDER RETURN
PAY VS. PERFORMANCE: TOTAL SHAREHOLDER RETURN
PAY VS. PERFORMANCE: TOTAL SHAREHOLDER RETURN
| | PEO CAP | | Non-PEO Avg CAP | | Alnylam TSR | | Peer Group TSR |
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
| | PEO CAP | | Non-PEO Avg CAP | | Net Product Revenue |
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
| | 2025 PROXY STATEMENT | 69 |
PAY VS. PERFORMANCE: GLOBAL NET PRODUCT REVENUES
| PROPOSAL 2 | | Approval of a Charter Amendment Allowing for Officer Exculpation |
Proposal 1 – Election of Four (4) Class III Directors
Proposal 1 – Election of Four (4) Class III Directors With respect to the election of directors (Proposal 1), each nominee presented in Proposal 1 must be elected by a majority of the votes properly cast. Nominees are elected by a majority vote for non-contested director elections. Because the number of nominees properly nominated for the annual meeting is the same as the number of directors to be elected, the election of directors at this annual meeting is non-contested. If the number of votes FOR a nominee exceeds the number of votes AGAINST a nominee (among votes properly cast by stockholders who are either present online or represented by proxy), then the nominee will be elected. With respect to Proposal 1, you may: ▪vote FOR all nominees; ▪vote FOR one or more nominee(s) and AGAINST one or more of the other nominee(s); ▪vote AGAINST all nominees; or ▪ABSTAIN from voting for or against one or more nominee(s).

DEF 14A of Alnylam Pharmaceuticals, Inc.

Cybersecurity and Data Privacy

Cybersecurity and Data Privacy

Cybersecurity and Data Privacy

Cybersecurity and Data Privacy

Cybersecurity and Data Privacy

Cybersecurity and Data Privacy

Cybersecurity and Data Privacy

Cybersecurity and Data Privacy

Cybersecurity and Data Privacy

Cybersecurity and Data Privacy

Class III—Directors/Nominees to be elected at the 2025 annual meeting (terms expiring in 2028)

Class III—Directors/Nominees to be elected at the 2025 annual meeting (terms expiring in 2028)

Class III—Directors/Nominees to be elected at the 2025 annual meeting (terms expiring in 2028)

Class III—Directors/Nominees to be elected at the 2025 annual meeting (terms expiring in 2028)

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

Class I—Directors Whose Terms Expire in 2026

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Class II—Directors Whose Terms Expire in 2027

Stockholder Engagement and Communications with the Independent Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR COMPENSATION

DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

DIRECTOR OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

Delinquent Section 16(a) Reports

Delinquent Section 16(a) Reports

Delinquent Section 16(a) Reports

Delinquent Section 16(a) Reports

Delinquent Section 16(a) Reports

Delinquent Section 16(a) Reports

OUR COMPENSATION ALIGNS WITH LONG-TERM STOCKHOLDER INTERESTS

Each Compensation Element Serves a Unique Purpose

Each Compensation Element Serves a Unique Purpose

CEO 2024 TARGET COMPENSATION MIX

ALL OTHER NEO AVERAGE 2024 TARGET COMPENSATION MIX

Base Salary

Short-Term Incentives—2024 Annual Incentive Program

Short-Term Incentives—2024 Annual Incentive Program

ANNUAL INCENTIVE PAYOUT MATRIX

ANNUAL INCENTIVE PAYOUT MATRIX

ANNUAL INCENTIVE PAYOUT MATRIX

ANNUAL INCENTIVE PAYOUT MATRIX

Calculation of Annual Cash Incentives

Calculation of Annual Cash Incentives

Calculation of Annual Cash Incentives

Calculation of Annual Cash Incentives

Calculation of Annual Cash Incentives

2024 Annual Incentive Plan Awards

2024 Annual Incentive Plan Awards

2024 Annual Incentive Plan Awards

Long-Term Incentives – 2024 Equity Awards

Annual Equity Awards

Annual Equity Awards

2024 Annual Equity Incentive Awards

2024 Annual Equity Incentive Awards

2024 Annual Equity Incentive Awards

2024 Annual Equity Incentive Awards

Equity Grant Practices

Equity Grant Practices

Equity Grant Practices

Compensation Peer Group and Peer Selection Process